Paramount Skydance is intensifying its efforts to block Warner Bros Discovery's (WBD) $82.7 billion deal with Netflix by nominating directors to the WBD board in an attempt to garner support against the agreement. The media giant has filed a lawsuit, seeking disclosure of financial information related to the deal, as it aims to protect its own interests and secure a $108.4 billion takeover bid.
In a move that could potentially upset the status quo, Paramount plans to nominate directors for election at WBD's annual meeting in June, with the goal of replacing existing or proposed directors supported by Netflix. This would require convincing enough WBD investors to cast their votes in favor of its nominees and, thereby, derail the deal.
Paramount is also attempting to secure its own bid for WBD, backed by a personal guarantee of $40 billion from Larry Ellison, co-founder of Oracle. The offer includes buying the global networks operation, including CNN, Cartoon Network, and Discovery Channel, which Netflix would not be acquiring under the proposed agreement.
In a letter to investors, David Ellison, Paramount's CEO, stated that the company is committed to seeing its takeover bid through but acknowledged that the decision would ultimately rest with WBD shareholders' vote. The "slate of directors" nominated by Paramount would then engage with the company to assess the merits of its takeover offer.
Paramount argues that its $30-a-share cash offer is a better deal for WBD shareholders than Netflix's proposal, which includes $23.25 per share in cash and stock, as well as equity in the global networks spin-off valued at zero. The media giant has also proposed an amendment to WBD's bylaws to require shareholder approval for the separation of the global networks business.
WBD's board has twice rejected Paramount's hostile takeover bid, calling it "inadequate" and warning that its leverage buyout structure poses risks to the offer. However, the company must now contend with a lawsuit filed by Paramount seeking disclosure of financial information related to the deal.
In a move that could potentially upset the status quo, Paramount plans to nominate directors for election at WBD's annual meeting in June, with the goal of replacing existing or proposed directors supported by Netflix. This would require convincing enough WBD investors to cast their votes in favor of its nominees and, thereby, derail the deal.
Paramount is also attempting to secure its own bid for WBD, backed by a personal guarantee of $40 billion from Larry Ellison, co-founder of Oracle. The offer includes buying the global networks operation, including CNN, Cartoon Network, and Discovery Channel, which Netflix would not be acquiring under the proposed agreement.
In a letter to investors, David Ellison, Paramount's CEO, stated that the company is committed to seeing its takeover bid through but acknowledged that the decision would ultimately rest with WBD shareholders' vote. The "slate of directors" nominated by Paramount would then engage with the company to assess the merits of its takeover offer.
Paramount argues that its $30-a-share cash offer is a better deal for WBD shareholders than Netflix's proposal, which includes $23.25 per share in cash and stock, as well as equity in the global networks spin-off valued at zero. The media giant has also proposed an amendment to WBD's bylaws to require shareholder approval for the separation of the global networks business.
WBD's board has twice rejected Paramount's hostile takeover bid, calling it "inadequate" and warning that its leverage buyout structure poses risks to the offer. However, the company must now contend with a lawsuit filed by Paramount seeking disclosure of financial information related to the deal.