Paramount Sues WBD For Details Around Sale, Plans Proxy Fight As It Escalates Battle To Derail Netflix Deal

In a major escalation, David Ellison’s Paramount said it intends to to nominate directors for election at the Warner Bros. Discovery 2026 annual meeting to solicit against the approval of the Netflix transaction. It also filed suit in Delaware Chancery Court seeking disclosure of “basic information to enable WBD shareholders to make informed decision” of whether or not to tender their shares.

An “advance notice window for WBD’s 2026 annual meeting opens in three weeks, and Paramount will nominate a slate of directors who, in accordance with their fiduciary duties, will exercise WBD’s right under the Netflix Agreement to engage on Paramount’s offer and enter into a transaction with Paramount,” the company said in a letter to shareholders of Warner Bros. Discovery outlining its next steps after WBD rejected its all-cash offer of $30 per share in favor of a deal with the giant streamer.”

“In addition, Paramount will propose an amendment to WBD’s bylaws to require WBD shareholder approval for any separation of Global 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. These actions, coupled with our tende

Following the process prescribed under Delaware  law, we filed suit this morning in Delaware Chancery Court to ask the court to simply direct WBD to provide 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.”

It says WBD shareholders need the information “to make an informed decision as to whether to tender their shares into our offer.r offer, ensure that you get the final decision on which offer is better for you.”

More to come