Paramount Sues WBD For Details Around Sale, Plans Proxy Fight As It Escalates Battle To Derail Netflix Deal
In a major escalation, David Ellison’s Paramount said it intends to nominate directors for election at the Warner Bros. Discovery 2026 annual meeting to solicit against the approval of the Netflix transaction. It also filed suit in Delaware Chancery Court seeking disclosure of “basic information to enable WBD shareholders to make informed decision” of whether or not to tender their shares.
An advance notice window for WBD’s 2026 annual meeting opens in three weeks, Paramount said, and it plans to nominate a slate of directors “who, in accordance with their fiduciary duties, will exercise WBD’s right under the Netflix Agreement to engage on Paramount’s offer and enter into a transaction with Paramount,” the company said in a letter to WBD shareholders outlining next steps after Warner’s board rejected its all-cash offer of $30 per share multiple times in favor of a deal with the giant streamer.
Paramount will also propose an amendment to WBD’s bylaws to require WBD shareholder approval for any separation of Global Networks. “If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix Agreement, Paramount will solicit proxies against such approval.”
As for the lawsuit, Par said, it was filed this morning in Delaware Chancery Court “to ask the court to simply direct WBD to provide disclosure about how it valued the Global Networks stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its “risk adjustment” of our $30 per share all-cash offer.”
WBD shareholders requirre the information “to make an informed decision as to whether to tender their shares.” The tender offer was extended once and now expires on January 21.
More to come
