SCHEDULE: Warner Bros. Discovery Deepens Strategic Investment in Anghami Through OSN Streaming Stake

Sentiment:

Ownership Change and Strategic Investment 25 July 2025 5:08 PM

📋All filings for Warner Bros Discovery, INC

Warner Bros. Discovery, through its subsidiary Dplay Entertainment Limited, has significantly increased its beneficial ownership in Anghami Inc. to 70.8% via a multi-tranche acquisition of shares in OSN Streaming Limited and conversion of notes and warrants, signaling a long-term strategic partnership.

Delay expectedThe Second Completion, expected on March 31, 2026, is conditional on the occurrence of the First Completion and the absence of any order or judgment from any Governmental Authority that makes unlawful or prohibits or restricts the transfer of the Second Tranche Sale Shares.The Third Completion, expected on March 31, 2027, is conditional on the occurrence of the Second Completion and the absence of any order or judgment from any Governmental Authority that makes unlawful or prohibits or restricts the transfer of the Third Tranche Sale Shares.The completion of the Call Option is subject to the satisfaction or waiver of the 'Minority Buyout Condition' (OSN Streaming owning 100% of Anghami's outstanding shares) and obtaining all applicable governmental consents and approvals, with a longstop date 12 months from the Call Exercise Notice.

Capital raiseThe filing details the issuance of senior unsecured convertible notes to OSN Streaming, totaling $55,000,000 ($12,000,000 Initial Note, $20,000,000 Second Note, $23,000,000 Additional Notes), which are convertible into 22,000,000 Ordinary Shares of Anghami at $2.50 per share.The Shareholders' Agreement stipulates that prior to the Call Option Lapse Date (June 30, 2028), OSN Streaming Holding must provide additional funding required by Anghami either itself or by arranging third-party funding, provided that Anghami does not obtain additional third-party debt funding without the Purchaser's prior written consent.

Summary

Warner Bros. Discovery, Inc. (WBD) and its wholly-owned subsidiary, Dplay Entertainment Limited (the "Purchaser"), reported beneficial ownership of 72,411,753 Ordinary Shares of Anghami Inc., representing 70.8% of the class.
This beneficial ownership includes 36,985,507 Ordinary Shares owned by OSN Streaming Limited, 13,426,246 Ordinary Shares issuable upon warrant exercise, and 22,000,000 Ordinary Shares issuable upon conversion of senior unsecured convertible notes.
The convertible notes include an Initial Note of $12,000,000 issued on December 16, 2024, a Second Note of $20,000,000 issued on February 7, 2025, and Additional Notes of $23,000,000 issued on July 25, 2025, all convertible at $2.50 per share.
On July 23, 2025, the Purchaser acquired 1,900,118 ordinary shares of OSN Streaming Limited for $19,000,000, representing 11.28% of OSN Streaming's total issued share capital.
Two additional tranches are planned: the Second Completion on March 31, 2026, and the Third Completion on March 31, 2027, each for $19,000,000 to acquire an additional 11.28% of OSN Streaming shares per tranche.
Upon full completion, the Purchaser will hold 33.83% of OSN Streaming's total issued share capital.
The Purchaser has appointed two members to the board of directors of OSN Streaming, one member to the board of directors of Anghami Inc., and one observer to both the Anghami board and its audit committee.
The Shareholders' Agreement includes provisions for governance, reserved matters requiring the Purchaser's consent, and transfer restrictions on OSN Shares.
An Option Agreement grants the Purchaser a Call Option to purchase all OSN Streaming Holding's OSN Shares between July 1, 2027, and June 30, 2028, at a price based on Anghami's fair market value (with a floor of $225 million or $302 million).
The Option Agreement also includes Put Options (CM Put Option and CF Put Option) allowing the Purchaser to require OSN Streaming Holding to buy the Purchaser's OSN Shares under specific conditions, including if a Minority Buyout condition is not met or if Anghami's fair market value falls below the Call Option Floor, with a Put Option Floor designed to generate a 15% internal rate of return for the Purchaser.
OSN Streaming Holding is obligated to provide or arrange additional funding for Anghami prior to June 30, 2028.

Sentiment

Score: 8

Explanation: The filing indicates a strong strategic commitment and significant investment by a major global media company (Warner Bros. Discovery) into Anghami via OSN Streaming. This deepens the partnership, provides substantial funding through convertible notes, and outlines a clear path for future collaboration and potential control. While there are provisions for potential carve-outs or put options, the overall tone and structure suggest a positive long-term outlook for Anghami, backed by a powerful industry player.

Positives

The significant investment by Warner Bros. Discovery, a global media company, signals strong confidence in Anghami's long-term potential and strategic direction.
The establishment of a long-term strategic partnership with WBD provides Anghami with a powerful ally, potentially opening doors to content synergies, distribution channels, and operational expertise.
The structured multi-tranche acquisition and convertible notes provide a clear funding pathway and capital injection for Anghami, supporting its growth initiatives.
WBD's increased governance involvement, including board appointments and reserved matters, suggests a deeper commitment and alignment of interests, which could lead to more robust strategic oversight.
The Call Option and Put Options provide a defined framework for potential future ownership changes, offering clarity on valuation mechanisms and exit strategies for the Purchaser.

Negatives

The potential for a 'Minority Buyout' or 'Music Business Carve-Out' could introduce uncertainty for existing Anghami shareholders not part of the transaction, potentially leading to a forced sale or divestiture of a core asset.
The existence of Put Options, particularly the CM Put Option tied to the Minority Buyout Condition not being met, suggests a downside protection mechanism for the Purchaser, which could imply a lack of full confidence in the Issuer's future valuation or the successful execution of the Minority Buyout.
The detailed reserved matters and governance controls granted to the Purchaser could limit Anghami's operational flexibility and strategic independence, requiring WBD's consent for significant business changes.

Risks

Future tranches of the OSN Streaming share acquisition (Second and Third Completion) are conditional on the absence of any order or judgment from Governmental Authorities that makes the transfer unlawful or prohibits/restricts it.
The Call Option's completion is subject to the 'Minority Buyout Condition' (OSN Streaming owning 100% of Anghami's outstanding shares) and obtaining all applicable governmental consents and approvals, which may not be satisfied.
If the Minority Buyout Condition is not satisfied by the Call Option Longstop Date, the Purchaser has a CM Put Option, potentially forcing OSN Streaming Holding to purchase the Purchaser's OSN Shares.
If the Issuer Fair Market Value determined by an independent expert is below the Call Option Floor, the Purchaser has a CF Put Option, potentially forcing OSN Streaming Holding to purchase the Purchaser's OSN Shares.
The potential for a 'Music Business Carve-Out' if the Purchaser makes an Exclusion Election could lead to a significant restructuring or divestiture of a core part of Anghami's business.
OSN Streaming Holding's obligation to provide additional funding to Anghami is subject to certain conditions, including the Purchaser's prior written consent for third-party debt funding.

Future Outlook

The Reporting Persons intend to review their investment in Anghami on a regular basis, reserving the right to acquire additional shares, sell existing holdings, engage in proxy solicitations, propose extraordinary business transactions (including a potential carve-out of Anghami's online streaming music service), or form groups with third parties. They anticipate a long-term strategic partnership with Anghami and OSN Streaming, and may engage in discussions with management regarding operations, strategies, and future plans. Future tranches of the OSN Streaming share acquisition are expected to occur on March 31, 2026, and March 31, 2027, subject to certain conditions. The Purchaser also holds a Call Option to acquire all OSN Streaming Holding's OSN Shares between July 1, 2027, and June 30, 2028, and various Put Options under specific conditions.

Management Comments

The Reporting Persons acquired beneficial ownership of the Ordinary Shares for investment purposes and in anticipation of a long-term strategic partnership between the Reporting Persons, OSN Streaming, and the Issuer.
The Reporting Persons intend to review their investment on a regular basis and retain the right to change their investment intent, including potentially acquiring all outstanding Ordinary Shares of the Issuer (a 'Minority Buyout') or proposing a carve-out of the Issuer's online streaming music service (the 'Music Business Carve-Out').
The Reporting Persons may engage in communications with management or directors of the Issuer and OSN Streaming, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, and future plans.

Industry Context

This filing highlights a significant strategic move by a global media conglomerate, Warner Bros. Discovery, to deepen its presence in the Middle East and North Africa (MENA) streaming market through an increased stake in Anghami, a leading music streaming platform in the region, via its investment in OSN Streaming. This reflects a broader industry trend of consolidation and strategic partnerships among global media players and regional content providers to capture market share and leverage local expertise. The transaction positions Anghami more closely within the orbit of a major international content distributor, potentially enhancing its competitive standing against other regional and global streaming services.

Comparison to Industry Standards

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Board of Directors (OSN Streaming)	NA	Two members appointed by Purchaser	2025-07-23	Purchaser's acquisition of OSN Streaming shares and Shareholders' Agreement provisions.
Board of Directors (Anghami Inc.)	NA	One member appointed by Purchaser	2025-07-23	Purchaser's acquisition of OSN Streaming shares and Shareholders' Agreement provisions.
Audit Committee Observer (Anghami Inc.)	NA	One observer appointed by Purchaser	2025-07-23	Purchaser's acquisition of OSN Streaming shares and Shareholders' Agreement provisions.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Representation	Purchaser appointed two members to OSN Streaming's board, one member to Anghami's board, and one observer to Anghami's board and audit committee. Future rights to appoint additional members/observers are tied to ownership thresholds (15% or 7.5% of Ordinary Shares).	2025-07-23	Increases Purchaser's direct influence and oversight over both OSN Streaming and Anghami's strategic and operational decisions.
Reserved Matters	Certain key business decisions of OSN Streaming or Anghami (including material changes in business, constitutional amendments, significant asset sales, and material changes to dividend policy) now require the Purchaser's prior consent, for so long as it holds 7.5% or more of the Ordinary Shares.	2025-07-23	Provides the Purchaser with significant veto rights over critical strategic and financial decisions, ensuring alignment with its investment objectives.
Transfer Restrictions	No holder of OSN Shares is permitted to transfer shares to an unaffiliated third party prior to June 30, 2028. After this date, transfers are subject to Right of First Offer (ROFO), Tag-Along, and Drag-Along rights.	2025-07-23	Restricts liquidity for existing OSN Streaming shareholders and provides the Purchaser with mechanisms to participate in or control future sales of OSN Streaming shares, potentially facilitating a full acquisition.
Funding Obligations	Prior to June 30, 2028, OSN Streaming Holding must provide or arrange additional funding for Anghami. After this date, OSN Streaming Holding can provide debt financing, but with an interest rate cap of 12.5% per annum if third-party funding is unavailable at a lower rate.	2025-07-23	Ensures Anghami has access to necessary funding, but also gives the Purchaser a say in third-party debt arrangements, maintaining control over Anghami's capital structure.

Related Party Transactions

The transaction involves Dplay Entertainment Limited, a wholly-owned subsidiary of Warner Bros. Discovery, Inc., acquiring shares in OSN Streaming Limited, which is a record owner of Anghami Inc. shares. This establishes a direct financial and governance relationship between WBD, Dplay, OSN Streaming, and Anghami.
The Shareholders' Agreement and Option Agreement define ongoing relationships and rights between OSN Streaming, OSN Streaming Holding, and the Purchaser (Dplay Entertainment Limited), all of whom are now related parties through this strategic investment.

Stakeholder Impact

**Shareholders (Anghami Inc.):** The significant increase in beneficial ownership by Warner Bros. Discovery and the strategic partnership could be seen as positive, potentially leading to increased resources, content synergies, and market reach. However, the potential for a 'Minority Buyout' or 'Music Business Carve-Out' introduces uncertainty regarding the long-term independence and future value of their holdings.
**Shareholders (OSN Streaming Limited):** The multi-tranche sale of shares to Dplay Entertainment Limited provides a structured exit and capital infusion. The transfer restrictions and option agreements define future liquidity and control dynamics.
**Employees (Anghami Inc.):** A strategic partnership with a global media giant could bring new opportunities, resources, and stability, but also potential for organizational changes or shifts in strategic focus.
**Customers (Anghami Inc.):** The partnership could lead to enhanced content offerings, improved service quality, and broader distribution, benefiting the user experience.
**Creditors (Anghami Inc.):** The capital injection through convertible notes and the commitment for future funding from OSN Streaming Holding, backed by WBD, could improve Anghami's financial stability and creditworthiness.

Next Steps

Second Completion of OSN Streaming share acquisition expected on March 31, 2026.
Third Completion of OSN Streaming share acquisition expected on March 31, 2027.
Purchaser may exercise Call Option to purchase OSN Streaming Holding's OSN Shares between July 1, 2027, and June 30, 2028.
OSN Streaming Holding and the Purchaser will engage in good faith discussions to determine the fair market value of Anghami and OSN Streaming's net debt amount for Call Option pricing.
OSN Streaming Holding is obligated to provide or arrange additional funding for Anghami prior to June 30, 2028.
The Reporting Persons may acquire additional Anghami shares, sell existing holdings, or engage in other strategic actions related to their investment.

Key Dates

Date	Description
2024-12-16	Initial Note in the amount of $12,000,000 issued to OSN Streaming.
2025-02-07	Second Note in the amount of $20,000,000 issued to OSN Streaming.
2025-03-23	Date of the Agreement for the Sale and Purchase of Shares in OSN Streaming Limited (SPA).
2025-07-23	First Completion Date: Purchaser acquired 1,900,118 ordinary shares of OSN Streaming for $19,000,000, representing 11.28% of OSN Streaming. Also, OSN Streaming, OSN Streaming Holding, and the Purchaser entered into the Shareholders' Agreement and Option Agreement. Purchaser appointed directors and observers to OSN Streaming and Anghami boards.
2025-07-25	Date of filing of this statement and issuance of Additional Notes in the amount of $23,000,000 to OSN Streaming.
2026-03-31	Expected date for the Second Completion, where Purchaser will acquire an additional 1,900,118 ordinary shares of OSN Streaming for $19,000,000.
2027-03-31	Expected date for the Third Completion, where Purchaser will acquire an additional 1,900,118 ordinary shares of OSN Streaming for $19,000,000.
2027-07-01	Beginning of the Call Option Period, during which the Purchaser can exercise the Call Option to purchase OSN Streaming Holding's OSN Shares.
2028-06-30	Call Option Lapse Date, marking the end of the Call Option Period and a key date for various governance and funding provisions.

Recommendation

hold

This Schedule 13D filing details a significant, pre-arranged strategic investment by Warner Bros. Discovery into Anghami via OSN Streaming, resulting in a substantial beneficial ownership stake. While the long-term strategic partnership and capital infusion are positive, the transaction itself is a disclosure of an already executed and planned series of events, rather than a new, immediate catalyst for price appreciation. The detailed governance rights, potential for a 'Minority Buyout,' and 'Music Business Carve-Out' introduce complexities that warrant a 'hold' recommendation for existing investors to observe how these strategic elements unfold and their impact on Anghami's operational and financial performance. New investors should conduct thorough due diligence on the implications of WBD's increased control and the future options outlined in the agreements.

Keywords

Anghami, Warner Bros. Discovery, OSN Streaming, SEC Filing, Schedule 13D, Beneficial Ownership, Strategic Investment, Convertible Notes, Warrants, Media Streaming, Middle East, North Africa, Corporate Governance, Shareholders Agreement, Option Agreement, Music Business Carve-Out, Minority Buyout

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