Paramount Skydance is seeking court assistance as it continues to pursue a takeover of Warner Bros. Discovery. On Monday Paramount filed a suit asking the Delaware Chancery Court to direct WBD to disclose more information to its shareholders regarding valuations and assessments of Netflix’s competing agreement and Paramount’s hostile offer for the company.
Paramount CEO David Ellison disclosed move in a letter published Monday, saying the lawsuit was filed this morning “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.”
The suit comes less than a week after WBD’s board of directors officially recommended shareholders reject Paramount’s latest revised tender offer of $30 per share for the entire company – including traditional cable networks like TNT, CNN and others - with a deal enterprise value of $108.4 billion.
The WBD board continued to support a deal agreed to with Netflix on December 5, which has an enterprise value of $82.7 billion and involves a mix of cash and stock for only WBD’s studio and streaming businesses, including HBO and HBO Max. The Netflix deal would follow completion of a previously planned spinoff of WBD’s global linear networks into a standalone publicly traded entity.
In terms of the information Paramount is asking the court to direct WBD to provide, Ellison wrote the following:
“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.”
He continued: “WBD shareholders need this information to make an informed investment decision on our offer” and asserts Delaware law consistently requires such information be provided to shareholders.
WBD did not immediately respond to request for comment regarding the latest development.
Paramount was one of the bidders during the sale process in which WBD’s board chose Netflix – and soon after the SVOD giant was selected, the Ellison-led company went public to with its hostile takeover offer to appeal directly to WBD shareholders.
Last month WBD’s board recommended shareholders reject that offer in favor of Netflix, apparently having concerns, in part related to finance backing from Ellison’s father billionaire Larry Ellison. After that Paramount came in with a sweetened December 22 offer, which didn’t up the price but was amended to include a personal guarantee by Oracle founder Larry Ellison for $40.4 billion of the equity financing for the deal and commitments not to revoke the Ellison family trust or transfer assets while the transaction is pending, among other changes.
WBD’s board last week again recommended rejecting the Paramount offer, telling shareholders in a letter that it wouldn’t provide sufficient value and warned of uncertainty around Paramount’s ability to complete the deal and risks to WBD shareholders if the transaction didn't close.
In David Ellison’s Monday letter, the CEO claims WBD has “provided increasingly novel reasons” for not engaging in a Paramount transaction but has never said “that the Netflix transaction is financially superior to our actual offer.”
“We do not undertake any of these actions lightly. Make no mistake, our goal remains to have constructive discussions with WBD's Board to reach an agreement that is in the best interests of WBD shareholders,” Ellison continued.
He also outlined next steps, noting that unless the WBD board of directors decides to engage with Paramount’s offer, the decision will likely come down to a vote at a WBD shareholder meeting – be an the upcoming annual or a special meeting.
According to the letter, the “advance notice” window for WBD’s 2026 annual meeting opens in three weeks, and Paramount will nominate a slate of directors to engage on Paramount’s offer. It also plans to propose an amendment to WBD’s bylaws to require shareholder approval for any separation of the global linear networks.
“If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix Agreement, Paramount will solicit proxies against such approval,” Ellison added.
WBD this fall had already rejected earlier unsolicited offers from Paramount, after which it opened up a sale process that sought bids for parts or all of its company and culminated with the Netflix agreement.
But Paramount has continued to chase WBD, which alongside studio, TV and streaming assets has a vast library catalog with well-known and beloved content IP and franchises. And with Monday’s move, Paramount apparently isn’t done yet.