Sou Hu Cai Jing·2026-01-13 00:25Core Viewpoint - The control dispute over Warner Bros. Discovery (WBD) has intensified, with Paramount Skydance filing a lawsuit to block WBD's acquisition deal with Netflix and pushing for shareholder support for its own acquisition offer [1][2]. Group 1: Acquisition Proposals - WBD agreed to sell its streaming and film business to Netflix for $82.7 billion (approximately 577.9 billion RMB) [1]. - Paramount has proposed an acquisition of the entire WBD for $108.4 billion (approximately 757.5 billion RMB) and is attempting to convince shareholders that its offer is superior to Netflix's deal [1][2]. Group 2: Legal Actions and Demands - Paramount's CEO David Ellison has requested the court to compel WBD to disclose more transaction details, including the valuation of Global Networks' remaining equity and the debt reduction calculations involved in the Netflix deal [2]. - Paramount aims to persuade more WBD shareholders to accept its acquisition offer before the January 21 deadline [2]. Group 3: Financial Concerns and Responses - WBD's board has expressed that Paramount's proposal is not superior to the Netflix agreement, citing the need for "exceptionally large debt financing" and a negative free cash flow for Paramount [3][4]. - WBD highlighted that the combined entity from Paramount's acquisition would carry approximately $87 billion (about 607.9 billion RMB) in debt, which does not adequately cover potential high termination fees if the deal fails [3]. Group 4: Strategic Considerations - WBD believes that separating its cable channels from its film studio and HBO Max could yield higher value, while Paramount's acquisition would force the company to abandon its current separation plans, increasing risks if the deal fails [4]. - WBD's board chairman Samuel Di Piazza Jr. noted that Paramount has repeatedly made offers without increasing the price, indicating a lack of sufficient attractiveness [4].