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GAMCO Sues National Amusements Over Unequal Paramount–Skydance Merger Payout

Sealed in Delaware Chancery, the complaint relies on Section 220 records to challenge NAI’s $60-per-share payout versus $23 for other Class A holders

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Non-executive chairwoman of Paramount Global and president of National Amusements Shari Redstone arrives to attend the annual Allen and Co. Sun Valley Media Conference in Sun Valley, Idaho, U.S., July 5, 2022. REUTERS/Brendan McDermid/File Photo
Paramount Global and Skydance logos are seen in this illustration taken December 17, 2024. REUTERS/Dado Ruvic/Illustration/File Photo

Overview

  • Mario Gabelli’s GAMCO filed a sealed class-action complaint on August 13 in Delaware’s Court of Chancery on behalf of its Value 25 Fund, affiliates and about 750 advisory clients who held Paramount Class A shares.
  • The suit alleges Shari Redstone’s National Amusements received roughly $60 per Class A share while all other Class A shareholders were paid $23 per share.
  • Plaintiffs point to nearly 10,000 pages of documents produced under Section 220 and a prior judge’s finding that GAMCO had a credible basis to suspect wrongdoing.
  • Deal mechanics show the two-step transaction allocated $2.4 billion to NAI, $4.5 billion to non-NAI shareholders and left Skydance’s consortium with full voting control of New Paramount.
  • Neither National Amusements nor Paramount commented and the complaint is expected to be the first of several legal challenges to the closed merger.