Paramount is refusing to give up its bid for Warner Bros. Discovery, despite multiple rejections from the struggling media conglomerate. In a bold move, Paramount CEO David Ellison has announced that the company will be taking the fight to the courts, filing a lawsuit against Warner Bros. Discovery seeking more disclosure about the planned Netflix deal.
According to the lawsuit, Paramount claims that Warner Bros. Discovery has failed to provide adequate information for shareholders to evaluate competing offers, including the value of the cable-networks spinout Discovery Global. This is a significant issue, as the Netflix acquisition would leave Discovery Global to become its own publicly traded company, while the Paramount offer included these assets.
As part of the proxy fight, Paramount is also planning to nominate a slate of directors for election at Warner Bros. Discovery's 2026 annual meeting. The goal is to install a board that would engage with Paramount's offer under the terms of Warner Bros. Discovery's merger agreement with Netflix.
However, if Warner Bros. Discovery were to call a special meeting to approve the Netflix transaction before the annual meeting, Paramount has threatened to solicit proxy votes against the deal. It also plans to push a bylaw change requiring shareholders to approve any separation of Discovery Global.
Paramount remains convinced that its offer is superior to Netflix's bid, while Warner Bros. Discovery maintains that Paramount's proposal offers insufficient value. However, in the lawsuit, Paramount argues that it has failed to submit a true best proposal despite clear direction from Warner Bros. Discovery on both the deficiencies and potential solutions.
The lawsuit aims to force Warner Bros. Discovery to spell out exactly how it arrived at recommending the Netflix deal over Paramount's bid. This includes information about the valuation of Discovery Global, which is seen as a key issue in the negotiations.
The situation has been further complicated by concerns that a potential Paramount deal would not even reach closing, citing substantial debt that the smaller studio would have to take on to pull off a leveraged buyout.
According to the lawsuit, Paramount claims that Warner Bros. Discovery has failed to provide adequate information for shareholders to evaluate competing offers, including the value of the cable-networks spinout Discovery Global. This is a significant issue, as the Netflix acquisition would leave Discovery Global to become its own publicly traded company, while the Paramount offer included these assets.
As part of the proxy fight, Paramount is also planning to nominate a slate of directors for election at Warner Bros. Discovery's 2026 annual meeting. The goal is to install a board that would engage with Paramount's offer under the terms of Warner Bros. Discovery's merger agreement with Netflix.
However, if Warner Bros. Discovery were to call a special meeting to approve the Netflix transaction before the annual meeting, Paramount has threatened to solicit proxy votes against the deal. It also plans to push a bylaw change requiring shareholders to approve any separation of Discovery Global.
Paramount remains convinced that its offer is superior to Netflix's bid, while Warner Bros. Discovery maintains that Paramount's proposal offers insufficient value. However, in the lawsuit, Paramount argues that it has failed to submit a true best proposal despite clear direction from Warner Bros. Discovery on both the deficiencies and potential solutions.
The lawsuit aims to force Warner Bros. Discovery to spell out exactly how it arrived at recommending the Netflix deal over Paramount's bid. This includes information about the valuation of Discovery Global, which is seen as a key issue in the negotiations.
The situation has been further complicated by concerns that a potential Paramount deal would not even reach closing, citing substantial debt that the smaller studio would have to take on to pull off a leveraged buyout.