Merger Math: Paramount Suit Wants WBD To Show Its Work

Core Viewpoint - Paramount has filed a lawsuit against Warner Bros. Discovery (WBD) to obtain specific information regarding the board's decision to reject its $30 per share cash offer in favor of a deal with Netflix, claiming that WBD did not disclose essential information to shareholders [1][2] Group 1: Legal Actions and Claims - The lawsuit requests the court to expedite the case due to the approaching deadline for WBD shareholders to tender their shares by January 21 [1] - Paramount alleges that WBD's board is withholding material information necessary for shareholders to make an informed decision regarding the tender offer [2] - Paramount plans to initiate a proxy fight to install its own directors on WBD's board to challenge the Netflix deal and promote its own offer [3] Group 2: WBD's Response - WBD has countered that Paramount has not improved its offer or addressed the deficiencies in its proposal, labeling the lawsuit as meritless [4] - WBD asserts that its board has delivered significant shareholder value and that Paramount's offer is not superior to the Netflix merger agreement [4] Group 3: Information Requested by Paramount - The lawsuit seeks detailed valuation information for WBD's Global Networks business, including management projections and valuation materials [5] - Specific terms regarding net debt adjustments in the Netflix merger agreement are requested, including undisclosed targets and financial analyses [6] - The lawsuit demands analyses related to anticipated financing costs if WBD does not complete the spin-off of Global Networks [7] - Information on financial impacts and opportunity costs related to both the Global Networks spin-off and the Netflix transaction is sought [8] - A summary of the financial advisors' work related to the valuation of both Paramount's offer and the Netflix merger is requested [9] - The lawsuit calls for disclosure of risk adjustment factors considered by the board in evaluating the offers, including the probability and magnitude of these risks [10]