paramount skydance is filing a lawsuit warner bros discovery In a letter to WBD shareholders on Monday, CEO David Ellison outlined the appointment of CEO David Zaslav and CEO David Zaslav as the latest step in the company’s hostile pursuit to acquire WBD.
The lawsuit asks a Delaware court to direct Warner Bros. Discovery to provide information about the sale process and pending transactions. Netflix.
“WBD has not included any disclosures about how it valued Global Networks’ stub equity, how it valued the entire Netflix deal, how the debt purchase price reduction in the Netflix deal worked, or even what the ‘risk adjustment’ basis for the $30 per share all-cash offer was,” Ellison said in Monday’s letter.
“We filed suit this morning in Delaware Chancery Court, asking the court to direct WBD to provide this information so that its stockholders can make an informed decision whether to tender their shares to our offering,” Ellison said.
Ellison also informed WBD shareholders on Monday that Paramount intends to nominate directors to WBD’s board of directors at the company’s 2026 annual meeting, adding to the proxy fight.
Paramount’s latest escalation comes days after WBD’s board of directors again advised shareholders to reject Paramount’s revised proposal made in late December. The company has repeatedly argued that its offer is better than its deal with Netflix and previously claimed that the sale process was unfairly distorted.
Warner Bros. Discovery said in a statement Monday that “despite six weeks and an equally large number of press releases from Paramount Skydance, the company has yet to raise the price or address the numerous obvious flaws in the offer.”
“Instead, Paramount Skydance is attempting to distract with baseless lawsuits and attacks on its board of directors that have resulted in unprecedented amounts of shareholder value. Despite multiple opportunities, Paramount Skydance continues to propose a deal that its board unanimously entered into and is no better than its merger agreement with Netflix.”
Last month, Warner Bros. Discovery agreed to sell its streaming and studio business to Netflix for $72 billion. The proposed transaction was the result of a sale process in which Paramount made a bid for all of WBD’s assets, including the portfolio of cable television channels known as Discovery Global.
As part of the deal with Netflix, Warner Bros. Discovery plans to spin off Discovery Global as its own publicly traded company.
Shortly after WBD reached an agreement with Netflix, Paramount made its hostile takeover public. Paramount offered Warner Bros. Discovery’s entire assets for $30 per share in cash.
WBD’s board told shareholders in December to reject an initial proposal in favor of a deal with Netflix, citing concerns about the support of Ellison’s father, billionaire Larry Ellison. Paramount responded with an amended offer in which Oracle’s co-founders agreed not to cancel the family trust or improperly transfer assets during the pending transaction.
However, Paramount did not increase its bid.
The newly merged Paramount Skydance first became interested in Warner Bros. Discovery in the fall and made three unsolicited offers, all of which were rejected. Warner Bros. Discovery then began a sale process seeking offers for parts or all of its company.
At the same time, Warner Bros. Discovery announced it would continue its plan announced earlier this year to split the company into two publicly traded companies: Warner Bros., which consists of the streaming platform HBO Max and movie studio, and Discovery Global, which consists of pay TV networks such as TNT and CNN.
