Overview
- Paramount filed a Delaware Chancery Court suit seeking details of Warner Bros. Discovery’s valuation work on the Netflix agreement, including the Global Networks spin-off, debt adjustments and the board’s risk discount to Paramount’s $30 cash bid.
- The company will run a proxy contest to nominate directors at WBD’s 2026 annual meeting and will propose a bylaw change requiring shareholder approval for any separation of Global Networks, while pledging to solicit votes against the Netflix deal if a special meeting is called.
- Paramount’s hostile offer is $30 per share in cash to buy all of WBD, implying roughly $108 billion in enterprise value, supported by $40.4 billion in equity personally guaranteed by Larry Ellison and about $54 billion in debt.
- Netflix’s cash-and-stock agreement is valued at $27.75 per WBD share for studios, HBO/HBO Max and games after a spin-off of cable networks, implying about $82.7 billion in enterprise value, which Paramount argues undervalues the spun networks.
- WBD’s board has rejected Paramount’s proposal, endorsed the Netflix transaction and called the lawsuit meritless, citing execution and leverage risks as shareholders face a Jan. 21 tender deadline that Paramount can extend.