WBD Slams “Meritless Lawsuit,” Attacks On Board As Paramount Seeks To Derail Netflix Deal

Warner Bros. Discovery (WBD) has strongly refuted Paramount’s attempts to derail its agreement with Netflix, labeling Paramount’s legal action and criticisms of the WBD board as “meritless.” WBD asserts that Paramount’s offer remains inferior to the Netflix deal, despite repeated attempts to raise its bid or address its shortcomings. Paramount has filed a lawsuit in Delaware Chancery Court seeking transparency regarding WBD’s valuation of assets and the Netflix transaction, and intends to launch a proxy fight to nominate directors who would favor a deal with Paramount.

Paramount is pushing for WBD shareholder approval for any separation of its Global Networks and is prepared to solicit proxies against the Netflix agreement if WBD calls a special meeting. The core of Paramount’s argument centers on the belief that WBD shareholders need more information to make an informed decision about tendering their shares. They are offering to buy all of WBD, but WBD cites complexities and a lack of transparency in the Paramount offer, particularly given the size disparity between the two companies.

Despite reassurances from Paramount, including financial backing from Larry Ellison, WBD maintains that a Paramount deal would create restrictions and potentially harm the planned spinoff of Discovery Global. The situation is further complicated by the involvement of former President Donald Trump, who has expressed opinions favorable to both Netflix’s Ted Sarandos and Paramount’s Larry Ellison. Both deals still require regulatory approval and are expected to take 12-18 months to finalize, and proxy fights and legal battles are common occurrences in such high-stakes corporate maneuvers.

(Source：Google News)