WBD said in a statement today: “Even after six weeks and many press releases from Paramount Skydance, they have not raised the price or fixed the many clear problems with their offer.
Instead, Paramount Skydance is trying to distract with a weak lawsuit and attacks on a board that has created a lot of value for shareholders. Despite many chances, Paramount Skydance keeps suggesting a deal that our board agreed is not better than the one with Netflix.”
These comments came after Paramount filed a lawsuit in Delaware Chancery Court today, asking for basic information so WBD shareholders can decide whether to sell their shares.
It also said it plans to suggest new board members for the 2026 annual meeting, setting up a vote to stop the Netflix deal.
PREVIOUSLY: An advance notice window for WBD’s 2026 annual meeting opens in three weeks, Paramount said earlier today, and it plans to suggest a group of board members who will help WBD follow through on the deal with Paramount, as per the Netflix agreement.
The company also said in a letter to WBD shareholders that it wants to take next steps after Warner's board rejected its offer of $30 per share multiple times, choosing the Netflix deal instead.
Paramount will also suggest changing WBD’s rules to require shareholder approval for splitting up the Global Networks.
“If WBD calls a special meeting before the annual meeting to approve the Netflix deal, Paramount will try to get people to vote against that approval.”
As for the lawsuit, Paramount said it was filed today in Delaware to get the court to ask WBD to explain how it valued the Global Networks part, how it valued the entire Netflix deal, how the price reduction works for debt in the Netflix deal, or even what the basis is for its “risk adjustment” on its $30 per share cash offer.
Paramount is trying to buy all of WBD.
WBD shareholders need this information to decide if they should sell their shares. The offer was made once and now ends on January 21.
Paramount has been trying to buy WBD since it finished merging with Skydance last summer.
It made three offers before Warner opened up the bidding process to others, ending up with a deal with Netflix. The streamer is offering $27.75 in cash and some Netflix stock to buy WBD’s studios and streaming parts. WBD’s traditional TV business, Discovery Global, will be split into a separate public company in the third quarter before the Netflix deal is done.
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Both the Netflix and Paramount deals need approval from government regulators and could take 12 to 18 months to finish.
WBD has told shareholders twice in recent weeks not to sell their shares to Paramount, pointing out that the deal has risks and uncertainties.
It doesn’t argue that one deal is better than another in terms of cost or regulations. It does mention several issues, like the complexity and lack of information in the Paramount offer, which would see a smaller company buy a bigger one.
Paramount says it has fixed all WBD’s concerns.
Larry Ellison, one of the world’s richest people, personally agreed to back the equity part of the latest offer to address WBD’s worries. Most recently, on January 8, Paramount reaffirmed its $30 per share offer.
WBD also mentions restrictions on its financing while a Paramount deal is being discussed (which Paramount denies), that could be harmful.
It would require stopping work on the Discovery Global split. That, WBD says, would put them in a worse position if the Paramount deal fails than if the Netflix deal fails.
Because neither deal is certain.
President Donald Trump, who has said he will be involved, is a friend of Larry Ellison. He has also said he likes Ted Sarandos, the co-CEO of Netflix. He hasn’t made up his mind, including in a social media post last night.
Going to court to get documents related to a deal is not uncommon.
For example, a group of Paramount shareholders sued last year for similar access to see how Shari Redstone’s payout was calculated compared to others in Par’s sale to Skydance. At least one case is still going on.
Proxy fights can be tough, messy, and expensive for both sides.
In 2024, Disney beat back a challenge from billionaire activist investor Nelson Peltz, who ran two candidates for the Disney board — himself and a former Disney executive, Jay Rasulo — to change things. Neither was elected.
A proxy is the official notice to shareholders about what will be voted on at the annual meeting.
Filed yearly with the SEC, it includes the election of directors, leader pay, and changes to company rules. It can also include proposals from shareholders who disagree with the current management to change how the company is run.
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