Warner Bros. Discovery (WBD), the parent company of CNN, has publicly disclosed a revised acquisition proposal for Anghami (ANGH), the Nasdaq-listed music streaming service. The disclosure came through a Schedule 13D amendment filed with the U.S. Securities and Exchange Commission on Monday, detailing an offer from OSN Streaming to purchase all outstanding Anghami shares not already held by its group at a cash price of $3.75 per share.
The proposal, dated September 11, is described as preliminary and non-binding. It was submitted to a special committee of Anghami's board of directors and has not yet been accepted. According to delayed Nasdaq data, Anghami's shares closed at $3.29 on September 14, meaning the proposed price represents a premium of approximately 14% over the last traded price.
Revised Offer and Key Conditions
In the proposal letter, OSN Streaming indicated that it raised its offer price following feedback from Anghami's special committee. The letter also notes that the treatment of Anghami's outstanding warrants will be addressed in definitive agreements. OSN has stated that it does not intend to sell its existing stake to a third party and characterizes the transaction as being free of financing, regulatory, and other closing risks. However, these assertions do not constitute a binding commitment to complete the deal.
Warner Bros. Discovery's Role
Warner Bros. Discovery and its wholly-owned subsidiary Dplay Entertainment filed as reporting persons in the amendment. The filing reveals that Dplay owns 19.84% of OSN Streaming, a stake that could rise to as much as 29.77% after two contemplated completion steps. Importantly, the offer was made by OSN Streaming itself, not by Warner Bros. Discovery directly.
The parallel filing by the OSN group records 6,074,721 Anghami shares held directly and an additional 1,342,624 shares underlying warrants. Including these warrants, the reporting group calculates its beneficial ownership at 71.3% of Anghami's outstanding shares.
Financial Implications
Based on Anghami's 9,066,039 ordinary shares outstanding as of September 3, and subtracting OSN's directly held shares, approximately 2.99 million shares remain outside the OSN block. At the proposed $3.75 per share, this implies a cash consideration of roughly $11.2 million, excluding transaction costs and other securities. This figure provides a scale estimate rather than a definitive purchase price.
For Warner Bros. Discovery shareholders, the $11.2 million exposure is relatively insignificant compared to the company's overall financials. In its second-quarter results released on August 6, Warner Bros. Discovery reported $8.72 billion in revenue, $3.37 billion in cash, and $33.1 billion in gross debt. The estimated value of the remaining Anghami shares equals about 0.13% of one quarter's revenue and 0.33% of its cash holdings.
Strategic Significance
The proposed transaction is more strategically interesting than financially material. Warner Bros. Discovery's streaming segment generated $3.08 billion in revenue and $512 million in adjusted EBITDA in the second quarter. Through Dplay's interest in OSN, the company gains an indirect route into Anghami's Middle East and North Africa audience. A take-private deal could simplify control and potentially enhance distribution synergies, though the filing does not promise new CNN distribution, subscriber savings, or a direct financial contribution to WBD's bottom line.
Market Reaction and Outlook
The 14% gap between Anghami's last close and the proposed price reflects market caution. Investors are awaiting a formal recommendation from Anghami's special committee, a binding agreement, and final terms. Until those materialize, the $3.75 offer remains a negotiating proposal, while Warner Bros. Discovery's exposure is indirect and financially modest within its much larger balance sheet.
