Core Viewpoint - Paramount Skydance has escalated its hostile bid for Warner Bros. Discovery (WBD) by launching a proxy fight for board control and filing a lawsuit in Delaware to enforce engagement regarding its $30-per-share all-cash offer, which it claims is financially superior to WBD's $72 billion deal with Netflix [1][4]. Group 1: Bid and Strategy - Paramount Skydance has accused WBD's board of breaching fiduciary duties by refusing to engage with its proposal while supporting the Netflix deal [1][5]. - The company has adopted a "Plan D" strategy, focusing on highlighting regulatory, financing, and valuation risks associated with Netflix's bid rather than increasing its own offer [2][4]. - Paramount argues that the WBD-Netflix transaction may face significant antitrust scrutiny and that the value of the stock portion is declining, with a potential cable spinoff worth little more than $1 per share for WBD investors [4]. Group 2: Legal Actions and Financial Disclosures - Paramount has filed a lawsuit seeking to compel WBD to disclose detailed financial analyses that justify its recommendation of the Netflix deal, including how the deal was valued and the implications of debt allocations on shareholder payouts [6][7]. - The lawsuit emphasizes that Delaware law mandates WBD's board to provide comprehensive financial analyses when presenting competing bids to shareholders, asserting that informed decisions cannot be made without this information [8]. - Paramount's CEO expressed confusion over WBD's lack of response to their offer and criticized the board for providing vague reasons for favoring the Netflix transaction over their bid [6].

Market Analysis by covering: Warner Bros Discovery Inc, Netflix Inc. Read 's Market Analysis on Investing.com ...

Core Viewpoint - Paramount Skydance is actively opposing Warner Bros Discovery's (WBD) deal with Netflix, planning to nominate directors to the board and seeking financial disclosures related to the $82.7 billion agreement [1][3]. Group 1: Paramount's Actions - Paramount intends to nominate directors for WBD's board at the upcoming annual meeting to challenge the Netflix deal, which was agreed upon in December [1]. - The company has filed a lawsuit for the disclosure of financial information regarding WBD's global networks operation, which includes CNN and Cartoon Network, to enable shareholders to make informed decisions [3]. - Paramount plans to propose an amendment to WBD's bylaws requiring shareholder approval for the spin-off of the global networks business [5]. Group 2: Financial Aspects - Paramount's takeover bid for WBD is valued at $108.4 billion, supported by a $40 billion personal guarantee from Larry Ellison [2]. - The Netflix deal offers WBD shareholders $23.25 per share in cash, stock, and equity in the global networks spin-off, which Paramount values at zero [5]. - Paramount argues that its cash offer of $30 per share, which includes the purchase of global networks, is a superior deal for WBD shareholders [6]. Group 3: WBD's Position - WBD's board has previously advised shareholders to reject Paramount's $108.4 billion hostile takeover bid, labeling it as "inadequate" [7]. - Accepting Paramount's deal would incur $4.7 billion in costs for WBD, including breakup fees and additional interest on debt [8].

Group 1 - Paramount Global is intensifying efforts to block Warner Bros. Discovery's merger plan with Netflix by proposing a new slate of board candidates and filing a lawsuit for more information related to the deal [1] - Paramount's CEO David Ellison stated that he would challenge the merger through shareholder voting if Warner Bros. Discovery holds an annual or special shareholder meeting to approve the deal with Netflix [1] - Paramount alleges that Warner Bros. Discovery has not adequately disclosed the valuation method for its cable assets intended for divestiture prior to the deal [1] Group 2 - Paramount reiterated its acquisition offer for Warner Bros. Discovery at $30 per share, urging shareholders to sell their shares according to the previously announced offer [2] - The company believes its offer for Warner Bros. Discovery's overall business is superior to Netflix's proposal of $27.75 per share for the film and streaming business [2] - Ellison emphasized the commitment to pursue the acquisition offer, while acknowledging that the outcome may ultimately depend on the results of the shareholder vote [2]

Group 1 - Paramount Global is intensifying efforts to block Warner Bros. Discovery's merger plan with Netflix by proposing a new slate of board candidates and filing a lawsuit for more information related to the deal [1] - Paramount's CEO David Ellison stated that he would challenge the merger through shareholder votes if Warner Bros. Discovery holds an annual or special shareholder meeting to approve the deal with Netflix [1] - Paramount alleges that Warner Bros. Discovery has not adequately disclosed the valuation method for its cable assets intended for divestiture prior to the merger, which includes channels like CNN and TNT [1] Group 2 - Paramount reiterated its acquisition offer for Warner Bros. Discovery at $30 per share, urging shareholders to sell their shares according to the previously announced offer [2] - The company believes its offer for Warner Bros. Discovery's overall business is superior to Netflix's proposal of $27.75 per share for the film and streaming segments [2] - Ellison emphasized the commitment to pursue the acquisition offer, while acknowledging that the outcome may ultimately depend on the results of the shareholder vote [2]

Paramount Skydance is planning to nominate directors to the Warner Bros. Discovery board and has filed a lawsuit asking for more financial information as it ramps up its effort to persuade Warner shar... ...

Core Viewpoint - Paramount's CEO David Ellison is pursuing legal action to gain access to financial information from Warner Bros. Discovery (WBD) regarding its valuation of cable networks, aiming to facilitate informed decisions for WBD shareholders regarding Paramount's acquisition offer [1][2][7]. Group 1: Acquisition Attempts - Paramount has made eight unsuccessful attempts to acquire WBD, with its latest offer being an all-cash proposal of $30 per share, which is positioned as superior to Netflix's offer [1][3]. - The initial offer from Paramount was made at a significant premium to WBD's share price of $12.54, culminating in the current $30 per share proposal [3][4]. Group 2: Legal Action and Information Disclosure - Paramount has filed a lawsuit in Delaware Chancery Court to compel WBD to disclose financial information necessary for shareholders to evaluate the acquisition offer [6][7]. - WBD has not provided adequate financial disclosures regarding the valuation of the Global Networks stub equity or the overall Netflix transaction, which is required under Delaware law [6][7]. Group 3: Shareholder Engagement and Future Steps - Paramount plans to nominate a slate of directors to engage with WBD's board and propose amendments to WBD's bylaws to require shareholder approval for any separation of Global Networks [4][5]. - The company aims to ensure that WBD shareholders have the final say on which offer is more beneficial, emphasizing the importance of transparency and constructive dialogue with WBD's board [4][9].

Paramount Skydance filed a lawsuit in Delaware Chancery Court on Monday and announced plans to nominate its own slate of directors to Warner Bros. Discovery's board. The lawsuit came as part of an escalating hostile campaign to force the company to disclose information shareholders need to evaluate competing takeover proposals and derail Netflix's $82.7 billion merger agreement. The legal manoeuver marks a dramatic shift from deal-making to courtroom combat in one of Hollywood's fiercest M&A battles. Paramo ...

Core Viewpoint - Paramount intends to nominate directors for the Warner Bros. Discovery (WBD) 2026 annual meeting to oppose the Netflix transaction and has filed a lawsuit for disclosure of information necessary for WBD shareholders to make informed decisions [1][4]. Group 1: Director Nomination and Legal Action - Paramount will nominate a slate of directors to exercise WBD's rights under the Netflix Agreement and engage with Paramount's offer after WBD's board rejected its all-cash offer of $30 per share [2]. - A lawsuit has been filed in Delaware Chancery Court to compel WBD to disclose how it valued the Global Networks stub equity and the overall Netflix transaction, including details on the purchase price reduction for debt and the basis for its risk adjustment of Paramount's offer [4]. Group 2: Shareholder Engagement and Bylaw Amendments - Paramount plans to propose an amendment to WBD's bylaws requiring shareholder approval for any separation of Global Networks [3]. - If WBD holds a special meeting to vote on the Netflix Agreement before the annual meeting, Paramount will solicit proxies against the approval of such a transaction [3].

Core Viewpoint - Paramount Skydance plans to nominate directors to the board of Warner Bros Discovery and has initiated a lawsuit to compel the disclosure of details regarding its $82.7 billion deal [1] Group 1 - Paramount Skydance is taking steps to influence the governance of Warner Bros Discovery by nominating directors [1] - The lawsuit filed by Paramount Skydance aims to obtain transparency on the financial details of Warner Bros Discovery's significant acquisition [1] - The deal in question is valued at $82.7 billion, highlighting the scale of the transaction and its potential implications for the industry [1]