Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting

Core Viewpoint - Paramount Skydance is escalating its efforts to acquire Warner Bros. Discovery by launching a proxy fight and filing a lawsuit to obtain more information about WBD's deal with Netflix, aiming to derail that transaction and promote its own cash offer [1][4]. Group 1: Proxy Fight and Strategy - Paramount Skydance plans to nominate its own directors for the 2026 annual meeting of Warner Bros. Discovery and will encourage shareholders to oppose the Netflix agreement if a special meeting is called [2]. - The strategy aims to reshape the board that previously rejected Paramount's bid and to garner investor support for a deal that is claimed to be superior in terms of value and risk [2]. Group 2: Financial Comparisons - Paramount's offer is $30 in cash per share for Warner Bros. Discovery, valuing the company at approximately $108 billion while addressing about $87 billion of WBD's debt [5]. - In contrast, Netflix's deal involves acquiring WBD's film and television studios, HBO, and HBO Max for $27.75 per share, implying an equity value of about $72 billion and an enterprise value of $82.7 billion, while leaving legacy cable networks as a standalone entity [6]. Group 3: Legal Actions and Information Disclosure - Paramount has filed a lawsuit in Delaware Chancery Court to compel Warner Bros. Discovery to disclose details on the valuation of the Netflix transaction and the planned spin-off of its global cable networks [4]. - Paramount argues that without this information, investors cannot make an informed decision between the competing offers, particularly regarding debt treatment and the board's risk assessment of its $30-per-share proposal [4]. Group 4: Implications for Investors - A proxy contest would allow Paramount to seek the removal of current directors at the 2026 annual meeting and replace them with nominees more amenable to its offer [7]. - If elected, these directors would be expected to utilize WBD's rights under the Netflix agreement to reconsider Paramount's bid and potentially facilitate a transaction with Paramount [7].