Overview
- Delaware Chancery Court Vice Chancellor Morgan Zurn denied Paramount Skydance’s motion to expedite its disclosure lawsuit, finding no irreparable harm to Paramount as a WBD shareholder.
- Paramount’s suit sought more information on WBD’s valuation of the planned Discovery Global spinoff and the Netflix deal, but the court said shareholders can rely on disclosures in the upcoming proxy.
- Warner Bros. Discovery reiterated that its merger proxy will include detailed valuation analyses and advisors’ fairness opinions, and it continues to back the Netflix agreement with no shareholder vote yet scheduled.
- Netflix is reported to be preparing to convert its cash‑and‑stock offer into an all‑cash bid; it has about $59 billion in bridge financing with roughly $25 billion already refinanced, and an all‑cash structure could bring a shareholder vote as soon as late February, according to reports.
- Paramount is pressing a hostile $30‑per‑share all‑cash tender supported by a roughly $40.4 billion personal guarantee from Larry Ellison and around $54–55 billion in debt financing, while planning a proxy slate as its Jan. 21 tender deadline, which it can extend, approaches.