"Paramount filed a lawsuit against Warner Bros Discovery on Monday, suing for disclosures and preparing a proxy fight as it seeks to derail the media group's proposed sale of its studio and streaming assets to Netflix. Filed in Delaware Chancery Court, the lawsuit asks the court to compel WBD to provide disclosure to enable WBD shareholders to make informed decision on tendering their shares before its offer expires on January 21."
"Paramount argues shareholders need clarity on how [WBD] 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. In a direct letter to WBD shareholders, Paramount owner David Ellison said"
Paramount filed suit in Delaware Chancery Court seeking disclosures from Warner Bros. Discovery to allow shareholders to decide whether to tender shares before a January 21 deadline. Paramount seeks clarity on WBD's valuation of Global Networks stub equity, valuation of the Netflix transaction, the mechanics of purchase price reduction for debt, and the basis for WBD's risk adjustment of Paramount's $30-per-share all-cash offer. Paramount said it will nominate directors at WBD's 2026 annual meeting and solicit votes against the Netflix deal, and will solicit proxies if WBD calls a special meeting. WBD urged shareholders not to tender, citing financing and size concerns, while Paramount noted Oracle CEO Larry Ellison agreed to backstop equity.
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