Paramount escalates hostile bid for Warner Bros. Discovery with proxy fight, lawsuit

Paramount Skydance has escalated its hostile bid for Warner Bros. Discovery (WBD) by launching a proxy fight for board control and filing a lawsuit in Delaware. This move follows WBD’s board backing a $72 billion deal with Netflix, which Paramount claims is financially inferior to its $30-per-share all-cash offer. Paramount accuses WBD’s board of breaching its fiduciary duties by refusing to engage with its proposal and argues the Netflix deal faces antitrust scrutiny and valuation risks.

WBD strongly rejects Paramount’s claims, stating that Paramount has not improved its offer and is attempting to distract with a “meritless lawsuit.” WBD maintains its board unanimously concluded the Netflix merger is superior. Paramount is seeking to force WBD to disclose detailed financial analyses supporting its decision, including the valuation of the Netflix deal and a planned cable spinoff.

The escalation includes nominating a full slate of directors at WBD’s 2026 annual meeting and soliciting proxies against the Netflix transaction. Paramount argues that WBD has avoided a direct financial comparison between the two bids and that shareholders need full transparency to make an informed decision regarding the proposed merger.

(Source：New York Post)