Paramount escalates hostile bid for Warner Bros. Discovery with proxy

Paramount escalates hostile bid for Warner Bros. Discovery with proxy

Paramount Skydance dramatically escalated its hostile bid for Warner Bros. Discovery on Monday, launching a proxy fight for management of the board and submitting a lawsuit in Delaware to pressure engagement with its $30-per-share all-cash provide.

The step marks an escalation after Paramount last month accused WBD’s board of breaching its fiduciary duties by refusing to interact with what it calls its financially superior proposal while the board backed a $72 billion deal with Netflix instead.

Last week, The Post reported that Paramount Skydance has shifted to what insiders dubbed “Plan D” — opting to play the lengthy game by hammering buyers and regulators on the regulatory, financing and valuation dangers going through Netflix’s bid somewhat than instantly sweetening its personal provide.

Paramount Skydance dramatically escalated its hostile bid for Warner Bros. Discovery on Monday, launching a proxy fight for management of the board. (Paramount CEO David Ellison is pictured above.) REUTERS

Under that strategy, Paramount has been arguing that the WBD-Netflix transaction might face extended antitrust scrutiny from the Justice Department, while the worth of the inventory portion continues to erode and a deliberate cable spinoff could possibly be price little more than $1 a share for WBD buyers.

WBD strongly rejected Paramount’s latest strikes.

“Despite six weeks and just as many press releases from Paramount Skydance, it has yet to raise the price or address the numerous and obvious deficiencies of its offer,” it said in a press release. “Instead, Paramount Skydance is looking for to distract with a meritless lawsuit and assaults on a board that has delivered an unprecedented quantity of shareholder worth

“In spite of its multiple opportunities, Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.”

Paramount is accusing WBD’s board of freezing it out of the sale course of altogether, saying executives refused to interact even after Paramount submitted its all-cash provide and before WBD agreed to promote its prized movie and TV studios plus HBO and HBO Max to Netflix.

In a letter to shareholders tied to its proxy fight, Paramount said WBD provided shifting explanations for backing the Netflix deal while avoiding a direct monetary comparability between the two bids — a silence that it said speaks volumes.

BREAKING NEWS: The courtroom challenge being filed by @paramountco – @Skydance to upend the @netflix – @wbd deal confirms my “Defcon-1” reporting on the Ellison’s strategy going ahead entails a lawsuit. Also confirmed is my “Plan D” reporting from Sunday in launching a proxy fight…— Charles Gasparino (@CGasparino) January 12, 2026

“We remain perplexed that WBD never responded to our December 4th offer, never attempted to clarify or negotiate any of the terms in that proposal, nor traded markups of contracts with us,” wrote CEO David Ellison.

“WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer.”

Paramount said the escalation will embrace nominating a full slate of administrators at WBD’s 2026 annual assembly and soliciting proxies against approval of the Netflix transaction. Meanwhile, its lawsuit in Delaware Chancery Court seeks to pressure WBD to reveal detailed monetary analyses underpinning its suggestion, including the way it valued the Netflix deal and the deliberate spinoff of WBD’s TV networks division right into a separate publicly traded company.

Paramount has argued that its bid for WBD is financially superior to that of Netflix. (Netflix co-CEO Ted Sarandos is seen at left with WBD CEO David Zaslav.) Getty Images

Paramount described the monetary disclosures it’s looking for in courtroom as basic, arguing the board has failed to elucidate the way it valued the Netflix transaction, how debt allocations would scale back shareholder payouts or why it utilized a “risk adjustment” to Paramount’s all-cash bid.

The timing of the lawsuit is crucial as Paramount is looking for court-ordered disclosure before shareholders vote on the Netflix merger or determine whether or not to tender their shares.

The swimsuit argues that Delaware regulation requires WBD’s board to offer detailed monetary analyses when asking shareholders to just accept or reject competing bids, and that shareholders can not make an informed determination without understanding how the board valued the cable spinoff and the total Netflix package deal.

Netflix declined to remark.

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