Deal sheet
- Status
- Non-binding. The Anghami minority buyout proposal has been revised upward but has no definitive agreement or Schedule 13E-3 on the issuer's EDGAR record as at the 14 September 2026 filing. The Warner Bros. Discovery call option over OSN Streaming Limited is not exercisable until 1 July 2027 and no filing reviewed shows any step toward exercise.
- Type
- Acquisition
- Parties
- Anghami, OSN Streaming Limited, Panther Media Group Limited, Kuwait Projects Company (Holding) K.S.C.P., Warner Bros. Discovery, Inc.
- Amount
- USD $3.75 in cash per Anghami ordinary share, revised from $3.39 proposed 24 June 2026. Applies to the 2,991,318 ordinary shares OSN Streaming Limited does not already hold; no filing states an aggregate transaction value. Separately, a call option disclosed in the same ownership chain carries a contractual floor of $225,000,000 (if Anghami's music business is excluded from the valuation) or $302,000,000 (if it is not); that option is unexercised.
- Rights covered
- Equity control of Anghami Inc, the Nasdaq-listed parent of the Anghami streaming service, via a proposed buyout of minority shares. No master recording, composition, publishing right or catalogue changes hands under either the buyout proposal or the call option described in this record; see also deal record 3822 on Anghami's own licensing relationships.
- Territory
- Anghami Inc is a Cayman Islands exempted company listed on Nasdaq and headquartered in Abu Dhabi, United Arab Emirates, operating across the Arab world. Warner Bros. Discovery and OSN Streaming Limited are the reporting parties on the ownership chain described here; neither the buyout proposal nor the call option is limited to a stated African territory.
- Announced
- 2026-09-11
- Primary document
- Regulatory filing
- Sources
- Schedule 13D/A (Amendment No. 10) filed 14 September 2026 by OSN Streaming Limited and related reporting persons, disclosing a revised non-binding proposal of $3.75 per ordinary share and 71.3 percent beneficial ownership of Anghami Inc, with the 11 September 2026 proposal letter attached as Exhibit 17 · Exhibit 17 to the same 14 September 2026 filing: OSN Streaming Limited's proposal letter dated 11 September 2026, raising the offer to $3.75 in cash per ordinary share, signed by Meshal Ali as Chairman · Schedule 13D/A (Amendment No. 3) filed 14 September 2026 by Warner Bros. Discovery, Inc. and Dplay Entertainment Limited, confirming 71.3 percent beneficial ownership of Anghami Inc held through the OSN chain · Schedule 13D filed 25 July 2025 by Warner Bros. Discovery, Inc. and Dplay Entertainment Limited: source of the Share Purchase Agreement dated 23 March 2025, the three-tranche purchase structure, the Option Agreement dated 23 July 2025, the Call Option Floor of $225,000,000 or $302,000,000, the Music Business Carve-Out, the CM Put and CF Put, and the Shareholders' Agreement board seats · Schedule 13D/A (Amendment No. 2) filed 26 June 2026 by Warner Bros. Discovery, Inc. and Dplay Entertainment Limited, reporting a 19.84 percent stake in OSN Streaming Limited and describing a post-Third-Completion position of "up to 29.77 percent" · Anghami Inc, Form 6-K filed 30 June 2026, disclosing the original non-binding proposal from OSN at $3.39 per share and the formation of the special committee
Read this before citing: This record updates the status of the going-private proposal first disclosed in deal record 2150 (30 June 2026, $3.39 per share) and does not restate matters already established there or in deal record 3822, including the 1-for-10 reverse stock split, the two different beneficial-ownership measurement methods, and the December 2025 note conversion. Readers should treat those three records as one continuing file on Anghami's ownership chain.
The proposal remains non-binding. Anghami's EDGAR record as at the 14 September 2026 filing shows no definitive merger agreement and no Schedule 13E-3. Do not report this as a completed or agreed transaction. The letter itself states the treatment of Anghami's outstanding warrants "shall be discussed with the Company and its advisers, and addressed in the definitive transaction agreements," meaning warrant holders' payout, if any, is not yet fixed.
The $77,000,000 gap between the $225,000,000 and $302,000,000 Call Option Floor figures is this publication's own subtraction, not a figure stated as a difference in the filing; the two numbers themselves are quoted directly from the Schedule 13D filed 25 July 2025. That filing does not itself say the $77,000,000 gap represents Anghami's full value, only that it is the contractual difference between including and excluding the "Music Business" from the call option price calculation. Readers should not treat $77,000,000 as an independent valuation of Anghami's music streaming business; it is the value one specific contract ascribes to it, for one specific purpose, agreed by two specific parties in March 2025.
The call option is over shares of OSN Streaming Limited, which sits above Anghami in the chain, not over Anghami shares directly. Full assimilation of Anghami into Warner Bros. Discovery's reporting would require two separate events: OSN completing its own buyout of Anghami's minority shareholders, and Warner Bros. Discovery separately exercising, or negotiating around, its option over OSN Streaming Limited. No filing reviewed links the two, and no filing reviewed states that either is contingent on the other.
The original Share Purchase Agreement of 23 March 2025 describes the three completion tranches as building toward "up to 33.83 per cent" of OSN Streaming Limited. The Schedule 13D/A filings of 26 June 2026 and 14 September 2026 instead describe the position after Third Completion as "up to 29.77 per cent." Both figures are quoted directly from Warner Bros. Discovery's own filings. No document reviewed for this record explains the change, and it is reported here as an unresolved discrepancy rather than smoothed into one number.
No filing reviewed contains a standalone announcement of the Second Completion tranche (expected by 31 March 2026). The rise in Dplay's reported stake from 11.28 per cent (First Completion, July 2025) to 19.84 per cent (26 June 2026 filing) is consistent with the Second Completion having occurred, but this record does not claim that as confirmed; it is an inference, flagged as such.
Parties recorded against this deal are limited to companies already in this publication's directory: Anghami Inc, OSN Streaming Limited, Panther Media Group Limited, Kuwait Projects Company (Holding) K.S.C.P., and Warner Bros. Discovery, Inc. Dplay Entertainment Limited, OSN Streaming Holding Limited and Panther Media Holding Limited appear in the filings as distinct legal entities in the same chain but do not yet have their own directory entries, and are named in the body text rather than recorded as parties.
The $11,217,443 minority payout figure and the $0.36 / 10.6 per cent price increase given in the body are this publication's own arithmetic from the share counts and prices stated in the filings, not figures any filing states directly.
On 11 September 2026, OSN Streaming Limited raised its non-binding proposal to buy out the Anghami Inc shares it does not already own from $3.39 in cash per ordinary share to $3.75. The revision was disclosed on 14 September 2026 in a Schedule 13D/A filed by OSN and its related reporting persons, which also confirmed that the group’s beneficial stake in Anghami now stands at 71.3 per cent. No music right changed hands and none is on the table: this is a proposal to buy out the remaining equity of a Nasdaq-listed parent company, not a catalogue or rights transaction.
A separate document reviewed for this record, filed over a year earlier and never previously cited in this publication’s coverage of Anghami, shows that the company sitting above OSN in its own ownership chain, Warner Bros. Discovery, holds a contractual option to buy out OSN’s parent entirely from 1 July 2027, at a floor price that is $77,000,000 higher if Anghami’s music streaming business is counted than if it is excluded. That is a different transaction, at a different level of the chain, and it has not been exercised. Both are reported here because both bear on the same question: who ends up controlling Anghami, and on what terms.
The repriced proposal
Anghami first confirmed receipt of OSN’s preliminary, non-binding proposal on 30 June 2026, at $3.39 per share, and formed a special committee of three independent directors, Nathan Scott Fine (chair), Guergui Saykov Stoyanov and Chiara Marcati, to review it. The 11 September 2026 letter, filed as Exhibit 17 to OSN’s 14 September 2026 Schedule 13D/A, raises that price to $3.75 in cash per ordinary share, an increase of $0.36, about 10.6 per cent. The letter states the proposal remains preliminary, non-binding, and not subject to any financing condition. It defers the treatment of Anghami’s outstanding warrants to definitive transaction agreements, and it states that OSN does “not intend to sell” its stake in Anghami to any third party. It is governed by Delaware law and is signed by Meshal Ali as Chairman of OSN Streaming Limited.
As at the 14 September 2026 filing, OSN’s reporting persons held 7,417,345 Anghami shares and warrants, 71.3 per cent of 10,408,663 shares on a fully diluted basis. Anghami’s outstanding ordinary shares stood at 9,066,039, of which OSN held 6,074,721 directly. This publication’s own arithmetic, not a figure stated in any filing, is that 2,991,318 ordinary shares sit outside OSN’s hands; at $3.75 that implies a payment of roughly $11,217,443 to the remaining minority, a figure no document reviewed states directly.
The option one rung up the chain
Anghami is controlled by OSN Streaming Limited, which sits beneath OSN Streaming Holding Limited (80.16 per cent) and Dplay Entertainment Limited, a Warner Bros. Discovery subsidiary (19.84 per cent), which in turn sit beneath Panther Media Holding Limited, Panther Media Group Limited and, ultimately, Kuwait Projects Company (Holding) K.S.C.P. of Kuwait. Warner Bros. Discovery’s stake in that chain was built under a Share Purchase Agreement dated 23 March 2025, disclosed in a Schedule 13D that Warner Bros. Discovery and Dplay filed on 25 July 2025. That original filing, not the price revision, is the source of the finding reported here.
The Share Purchase Agreement structured Dplay’s purchase of OSN Streaming Holding stock in three tranches of 1,900,118 shares each, at $19,000,000 per tranche. The First Completion, 11.28 per cent for $19,000,000 cash, closed 23 July 2025. A Second Completion was expected by 31 March 2026, and a Third Completion by 31 March 2027. The original agreement describes the three tranches together as building toward “up to 33.83 per cent”; the Schedule 13D/A filings of 26 June 2026 and 14 September 2026 instead describe the position after Third Completion as “up to 29.77 per cent.” No document reviewed explains the change between those two figures, and it is reported here as an open discrepancy rather than resolved into one number. Dplay’s reported stake had reached 19.84 per cent by the 26 June 2026 filing, consistent with, though not separately confirmed by any filing reviewed as, the Second Completion having occurred on or ahead of schedule.
The same 25 July 2025 filing discloses a separate Option Agreement, also dated 23 July 2025, under which Dplay holds a call option to buy the whole of OSN Streaming Holding’s shareholding in OSN Streaming Limited, exercisable from 1 July 2027. The exercise price is the higher of an Issuer Fair Market Value and a contractually defined floor, adjusted for net debt and scaled to Dplay’s proportionate interest. The filing defines that floor in a single sentence: “‘Call Option Floor’ means USD 225 million (where an Exclusion Election has been made by the Purchaser in accordance with the Option Agreement) or USD 302 million (where no Exclusion Election has been made by the Purchaser in accordance with the Option Agreement).” The Exclusion Election is Dplay’s right to specify that no value be ascribed to what the agreement calls the “Music Business,” Anghami’s streaming service, when the option price is calculated. If Dplay makes that election, OSN Streaming Holding may in turn elect to carve the Music Business out of the transaction altogether, a mechanism the filing labels the “Music Business Carve-Out.” Separately, Item 4 of the same filing reserves Warner Bros. Discovery’s right to propose “a carve-out of the Issuer’s online streaming music service,” language that is not limited to the exercise of the call option.
Reciprocal put options exist in the other direction: a CM Put and a CF Put, under which OSN Streaming Holding or a related party can require Dplay to buy the same shares, at a floor calibrated in the filing’s own terms to deliver Dplay a 15 per cent internal rate of return.
What is not yet known
The call option is not exercisable until 1 July 2027, and no filing reviewed, up to and including the 14 September 2026 Schedule 13D/A, records a Call Option Price Notice, an Exclusion Election, or any step toward exercise. Whether Warner Bros. Discovery will ultimately seek to exclude Anghami’s music business from that transaction, and at what price, is not established by anything filed to date. Separately, no filing reviewed confirms the date or terms of the Second Completion tranche, only that Dplay’s reported stake is consistent with it having occurred. The OSN proposal to buy out Anghami’s minority shareholders and Warner Bros. Discovery’s option over OSN Streaming Limited are two different transactions, at two different levels of a five-tier ownership chain, and neither should be read as evidence for the terms of the other.
