April 10 (Reuters) - Independent proxy advisory firm Glass Lewis recommended Warner Bros Discovery WBD.O shareholders to vote in favor of the company's $110 billion deal to combine with Paramount Skydance PSKY.O.
The planned merger would create an entertainment colossus with one of the industry's most storied content libraries, uniting franchises such as "Game of Thrones," "Mission: Impossible" and "Harry Potter."
Warner Bros shareholders are set to vote on the deal on April 23.
The merger offers Warner Bros' shareholders immediate and certain cash value that appears favorable compared with the potential outcomes of the prior Netflix deal and other factors, Glass Lewis said in a report on Thursday.
While there were certain risks, such as antitrust scrutiny, "the overall balance of factors" favored support for the merger with Paramount Skydance, Glass Lewis said.
However, the proxy adviser recommended shareholders vote against approving golden parachute payments that could see Warner Bros CEO David Zaslav pocket up to $887 million after the company’s sale.
The firm said there is “severe concern” over the late addition of excise tax gross‑ups and the accelerated vesting of equity awards for Zaslav.
The U.S. Department of Justice has sent subpoenas as part of its investigation into the merger deal between Warner Bros and Paramount Skydance, Reuters reported last month. The move signals the agency is moving ahead with its probe of a deal that would combine two major studios, along with their streaming and news operations.
Paramount has bet on closing the deal quickly, promising to pay Warner Bros shareholders a 25-cent-per-share quarterly "ticking fee" starting in October if the deal has not closed.
The deal is expected to close in the third quarter this year.
(Reporting by Harshita Mary Varghese in Bengaluru; Editing by Leroy Leo)
((HarshitaMary.Varghese@thomsonreuters.com;))
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