"Today, Paramount CEO David Ellison wrote a letter to WBD shareholders informing them of Paramount's lawsuit. The lawsuit requests the court to force WBD to disclose "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 Paramount's $30 per share all-cash offer."
"We remain perplexed that WBD never responded to our December 4th offer, never attempted to clarify or negotiate any of the terms in that proposal, nor traded markups of contracts with us. Even as we read WBD's own narrative of its process, we are struck that there were few actual board meetings in the period leading up to the decision to accept an inferior transaction"
Warner Bros. Discovery agreed to sell its streaming and movie businesses to Netflix for $82.7 billion, with Global Networks spun out as Discovery Global. Paramount submitted a hostile $108.4 billion takeover offer for all of WBD and has argued its proposal was not fairly considered. Paramount filed a Delaware Chancery Court lawsuit seeking detailed disclosures about how WBD valued the Netflix transaction, the Global Networks stub equity, debt purchase-price adjustments, and WBD's risk adjustment to Paramount's $30 per-share all-cash offer. Paramount CEO David Ellison urged shareholders to tender to Paramount before the January 21 deadline.
Read at Ars Technica
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