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Paramount Skydance sues WBD in hostile takeover bid

Paramount Global, Skydance complete $8.4bn merger

Paramount Skydance has filed a lawsuit against Warner Bros. Discovery and its CEO, David Zaslav, in what it describes as the latest move in its hostile bid to acquire WBD.

This was disclosed in a
letter from CEO David Ellison to shareholders on Monday.

The suit asks a United States court to compel Warner Bros. Discovery to disclose details of its sale process and its pending deal with Netflix.

“WBD has failed to include any 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,” Ellison said in the letter on Monday.

“We filed suit this morning in Delaware Chancery Court to ask the court to simply direct WBD to provide this information so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer,” Ellison said.

Ellison also told WBD shareholders on Monday that Paramount plans to nominate directors for election to WBD’s board at the company’s 2026 annual meeting, a move that would escalate the dispute into a proxy fight.

The latest move comes days after WBD’s board again urged shareholders to reject Paramount’s revised offer, submitted in late December.

Paramount has repeatedly maintained that its proposal is superior to WBD’s deal with Netflix and has argued that the sale process was unfairly tilted.

A Warner Bros. Discovery spokesperson did not immediately respond to requests for comment on Monday.

Last month, WBD agreed to sell its streaming and studio business to Netflix for $72 billion.

The deal followed a sale process in which Paramount had been bidding for all of WBD’s assets, including its cable TV portfolio, Discovery Global.
Under the Netflix agreement, WBD intends to spin off Discovery Global as a separate publicly traded company.

In December, WBD’s board urged shareholders to reject Paramount’s initial offer and favor the Netflix deal, citing concerns over the involvement of CEO David Ellison’s father, billionaire Larry Ellison.

Paramount later submitted an amended offer, in which Larry Ellison agreed not to revoke the family trust or transfer its assets in a way that could affect the transaction while it is pending.