Paramount sues Warner Bros, threatens proxy fight as it persists with hostile takeover
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The news: Paramount Skydance said it has filed a lawsuit seeking information and that it will launch a proxy fight for Warner Bros Discovery board seats as it persists with its hostile pursuit of the company.
The context: In a letter to Warner Bros shareholders published on Monday, Paramount CEO David Ellison said that the company filed suit in Delaware to ask the court “simply direct WBD to provide this information so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer.”
The letter argues that throughout the bidding process Warner Bros has failed to share “customary financial disclosures” around how it is valuing the overall Netflix transaction, the basis for the “risk adjustment” of Paramount’s USD30 ($44.73) per share offer, as well as how it is valuing cable-tv assets, Global Networks, that it plans to spin-off prior to a Netflix sale.
Paramount said that it remains committed to “seeing our tender offer through” and that “unless the WBD board of directors decides to exercise its right to engage with us under the Netflix merger agreement this will likely come down to your vote at a shareholder meeting.”
Paramount also said that it plans to nominate a slate of directors exercise WBD's right under the Netflix Agreement to engage on Paramount's offer and enter into a transaction with Paramount when the advance notice window for Warner Bros 2026 annual meeting opens in three weeks’ time.
Paramount added that should Warner Bros call a special meeting ahead of its scheduled annual meeting, Paramount will “solicit proxies against such approval” to ensure shareholders “get the final decision on which offer is better.”
The suit comes less than one week after the Warner Bros board again recommended that shareholders vote against Paramount’s amended offer.
The numbers: Paramount submitted an amended offer prior to Christmas which reiterated a plan to buy shares at USD30 ($44.56) per share but included a higher break-up fee and assurances from billionaire Larry Ellison, father of Paramount CEO David Ellison, that he would personally guarantee USD40.4 billion in equity financing backing the deal.
Paramount Skydance’s original offer came just days after Warner Bros reached a USD72 billion cash-and-stock deal with Netflix on 5 December 2025.
The source: Paramount Skydance
