Paramount escalated its fight to acquire Warner Bros. Discovery over Netflix, filing a lawsuit on Monday in Delaware to compel specific financial disclosures related to its decision to choose Netflix over Paramount’s $30-per-share offer. Additionally, Paramount Skydance CEO David Ellison said that his company will nominate a slate of directors at WBD’s next annual meeting who, if confirmed, will choose to engage with Paramount’s offer over Netflix’s.
That’s right, it’s a proxy battle.
“We do not undertake any of these actions lightly,” Ellison said in a letter to shareholders, in which he insisted Netflix’s offer to acquire Warner Bros. is inferior to Paramount’s.
Ellison acknowledged that Paramount has no chance to win the prize unless Warner Bros. Discovery’s board of directors chooses to engage with his company, so his next step is to make a move at WBD’s next shareholder meeting.
At that time, explained Ellison, Paramount “will nominate a slate of directors who, in accordance with their fiduciary duties, will exercise WBD’s right under the Netflix Agreement to engage on Paramount’s offer and enter into a transaction with Paramount.”
At that meeting, Ellison said Paramount also intends to propose an amendment to WBD’s bylaws to require WBD shareholder approval for any separation of Global Networks.
And then there’s the lawsuit. In the letter to Paramount shareholders, Ellison said WBD has “failed to include any disclosure about how it valued the Global Networks stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its “risk adjustment” of our $30 per share all-cash offer.”
To that end, since Delaware law requires that such information be provided to shareholders per Ellison, Paramount filed suit in Delaware on Monday to ask WBD to provide it “so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer.”
Ellison continued to reiterate that Paramount’s $30-per-share offer is better than Netflix’s, and said his company is “surprised by the lack of transparency on WBD’s part regarding basic financial matters. It just doesn’t add up – much like the math on how WBD continues to favor taking less than our $30 per share all-cash offer for its shareholders.”
He concluded: “The best outcome for you and for us would be if WBD’s Board would exercise the right it has under the Netflix Agreement to engage with Paramount. If it does so, we will be open and constructive to secure the best path forward for WBD and each of you. We have demonstrated our willingness to listen carefully to any feedback we receive from WBD’s Board and to respond by offering reasonable solutions – and that remains our mindset and approach.”
Ellison’s latest effort comes after he was rejected a total of eight times by Warner Bros. Discovery’s board.
In addition to the lawsuit and proxy battle, Paramount has taken its offer directly to WBD shareholders through a tender offer, which is set to expire Jan. 21 at 5 p.m. ET barring no extension. As of Dec. 19, less than 400,000 WBD shares had been validly tendered.
A threshold of just 20% of WBD shareholders who have held the stock for at least a year are needed in order to call a special meeting. Warner, which has not set a date for its annual meeting of shareholders, did not immediately return TheWrap’s request for comment.
You can read Ellison’s full letter below:
Dear Warner Bros. Discovery Shareholder,
Over the last few days, following the decision by Warner Bros. Discovery (“WBD”) not to engage with Paramount on our $30 per share cash offer to acquire all of WBD, and our reaffirmation of our commitment to delivering our superior offer to WBD shareholders, we keep getting the same question: what happens next?
Paramount started this process about four months ago with a private offer at a significant premium to WBD’s $12.54 share price, and our pursuit culminated in the $30 per share all-cash, fully financed proposal we made before WBD entered into the Netflix transaction. When we learned of the terms of that transaction, which are inferior both financially and from the standpoint of timing and certainty of closing, we decided to bring our offer directly to you, through our tender offer.
We are committed to seeing our tender offer through. We understand, however, that unless the WBD board of directors decides to exercise its right to engage with us under the Netflix merger agreement (the “Netflix Agreement”), this will likely come down to your vote at a shareholder meeting. We do not know whether that will be at WBD’s upcoming annual meeting or a special meeting. The “advance notice” window for WBD’s 2026 annual meeting opens in three weeks, and Paramount will nominate a slate of directors who, in accordance with their fiduciary duties, will exercise WBD’s right under the Netflix Agreement to engage on Paramount’s offer and enter into a transaction with Paramount.
In addition, Paramount will propose an amendment to WBD’s bylaws to require WBD shareholder approval for any separation of Global Networks. If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix Agreement, Paramount will solicit proxies against such approval. These actions, coupled with our tender offer, ensure that you get the final decision on which offer is better for you.
WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer. Our $30 per share in cash is simply more than Netflix’s complex multi-variable consideration comprised of (a) $23.25 in cash plus (b) a number of Netflix shares currently worth $4.11 (at Friday’s close) plus (c) the to-be-issued Global Networks equity which we have analyzed as having zero equity value1. In addition to not disclosing the value of the to-be-issued Global Networks spin off, WBD has not disclosed the mechanism by which any debt transferred from Global Networks to the Streaming & Studios segment reduces the cash and stock consideration payable to you.
Along with the WBD shareholders, we have asked for the customary financial disclosure a board is supposed to provide shareholders when making an investment recommendation. But in each of its 14D-9 filings, WBD has failed to include any disclosure about how it valued the Global Networks stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its “risk adjustment” of our $30 per share all-cash offer.
WBD shareholders need this information to make an informed investment decision on our offer – and importantly, Delaware law has consistently required that such information be provided to shareholders. Following the process prescribed under Delaware law, we filed suit this morning in Delaware Chancery Court to ask the court to simply direct WBD to provide this information so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer.
We do not undertake any of these actions lightly. Make no mistake, our goal remains to have constructive discussions with WBD’s Board to reach an agreement that is in the best interests of WBD shareholders. Our objective from the moment we approached WBD was for a collaborative negotiation and a successful transaction that would be a win for both companies, both shareholder groups and all stakeholders. We remain perplexed that WBD never responded to our December 4th offer, never attempted to clarify or negotiate any of the terms in that proposal, nor traded markups of contracts with us. Even as we read WBD’s own narrative of its process, we are struck that there were few actual board meetings in the period leading up to the decision to accept an inferior transaction with Netflix. And we are surprised by the lack of transparency on WBD’s part regarding basic financial matters. It just doesn’t add up – much like the math on how WBD continues to favor taking less than our $30 per share all-cash offer for its shareholders.
The best outcome for you and for us would be if WBD’s Board would exercise the right it has under the Netflix Agreement to engage with Paramount. If it does so, we will be open and constructive to secure the best path forward for WBD and each of you. We have demonstrated our willingness to listen carefully to any feedback we receive from WBD’s Board and to respond by offering reasonable solutions – and that remains our mindset and approach.
I believe in our vision for how we can bring these great companies together and deliver for consumers, the creative community and of course, for you. Paramount is committed, my family is committed, and hopefully this helps answer the question of what comes next.
Sincerely,
David Ellison
Chairman and Chief Executive Officer
Paramount Skydance Corporation
