NEW YORK, Oct. 25, 2022 /PRNewswire/ — Pomerantz LLP announces that a class action lawsuit has been filed against Discovery, Inc. (“Discovery”), Warner Bros. Discovery, Inc. (“WBD”) (NASDAQ:WBD), and certain officers. The class action, filed in the United States District Court for the Southern District of New Yorkand docketed under 22-cv-09125, is on behalf of a class consisting of all persons and entities who: (1) exchanged Discovery common stock for WBD common stock pursuant or traceable to Discovery’s February 4, 2022 Registration Statement on Form S-4 (the “Registration Statement”) and Joint Proxy Statement/Prospectus filed with the US Securities and Exchange Commission (“SEC”) on February 10, 2022 (the “Prospectus”); (2) acquired WBD common stock pursuant or traceable to the Registration Statement and Prospectus, including shareholders of AT&T Inc. (“AT&T”) and/or Magallanes, Inc, a Delaware corporation (“Spinco”) who acquired WBD common stock as a result of the merger (the “Merger”) between Discovery and Spinco; or (3) purchased shares of WBD common stock on the open market traceable to the Prospectus through the date of the filing of the Complaint (the “Section 11 Class”).
This class action is also brought on behalf of a subset of the Section 11 Class consisting solely of former Discovery shareholders who exchanged Discovery common shares for WBD common shares pursuant to the Prospectus (the “Section 12(a)(2) Subclass”).
Excluded from the Class are the Defendants herein, the officers and directors of Discovery or WBD, from May 17, 2021 to the present (the “Excluded D&Os”), members of Defendants’ and Excluded D&Os’ immediate families, legal representatives, heirs, successors or assigns, and any entity in which Defendants or the Excluded D&Os have or had a controlling interest.
If you are a shareholder who (1) exchanged Discovery common stock for WBD common stock pursuant or traceable to the Registration Statement and Prospectus, (2) acquired WBD common stock pursuant or traceable to the Registration Statement and Prospectus, including if you are a shareholder of AT&T and/or Spinco who acquired WBD common stock as a result of the Merger, or (3) purchased shares of WBD common stock on the open market traceable to the Prospectus through the date of the filing of the Complaint, you have until November 22, 2022 to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
This action relates to the Merger between Discovery and Spinco, a wholly owned subsidiary of AT&T organized specifically for the purpose of effecting the separation of the WarnerMedia business from AT&T. The Merger was announced on May 17, 2021 and closed on April 8, 2022.
Prior to the Merger, AT&T transferred its WarnerMedia business to Spinco. In exchange therefor, as contemplated by and required of the Merger, AT&T distributed all of the issued and outstanding shares of Spinco common stock to AT&T stockholders on a pro rata basis.
Pursuant to the Merger, Discovery combined its…