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Paramount Sues WBD, Mounts Proxy Push Over Netflix Deal Transparency

The filing seeks disclosures to let investors compare Paramount’s cash bid with the Netflix transaction ahead of a shareholder decision.

Overview

  • Paramount Skydance filed in Delaware’s Court of Chancery to compel Warner Bros. Discovery to disclose how it valued Global Networks, treated debt in the Netflix deal, and applied a “risk adjustment” to Paramount’s $30-per-share offer.
  • Paramount said it will nominate directors and pursue bylaw changes to require a shareholder vote on any Global Networks separation and to oppose any accelerated meeting to approve the Netflix agreement.
  • The bidder maintained its all-cash $30-per-share tender—supported by a personal guarantee from Larry Ellison—arguing it exceeds Netflix’s plan to buy Streaming & Studios for roughly $72–83 billion and spin off cable networks.
  • WBD’s board reaffirmed its rejection of Paramount’s proposal, citing financing and closing risks, and continues to back the Netflix deal, which mixes cash and Netflix stock, with a shareholder vote not yet scheduled.
  • Netflix said it is engaging U.S. and EU regulators on approvals, and President Donald Trump indicated he intends to take part in reviewing any merger.