According to Deadline, Warner Bros. Discovery called Paramount‘s proposed transaction “not superior to Netflix” and slammed the David Ellison (Hole in One, Terminator: Dark Fate) company for failing to raise its offer. This comes after WBD is hit with a legal filing and an upcoming proxy fight.
“Despite six weeks and just as many press releases from Paramount Skydance, it has yet to raise the price or address the numerous and obvious deficiencies of its offer,” WBD said in statement today via Deadline. “Instead, Paramount Skydance is seeking to distract with a meritless lawsuit and attacks on a board that has delivered an unprecedented amount of shareholder value. In spite of its multiple opportunities, Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.”
As per Deadline, these comments appeared after Paramount earlier today filed suit in Delaware Chancery Court seeking disclosure of “basic information to enable WBD shareholders to make an informed decision” of whether or not to tender their shares. It also stated that it intends to nominate directors for election at the Warner Bros. Discovery 2026 annual meeting, setting up a proxy fight to derail the Netflix transaction.
According to Deadline, Paramount stated earlier in the day that an advance notice window for WBD’s 2026 annual meeting opens in three weeks as it also plans to 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 WBD shareholders outlining next steps after Warner’s board rejected its all-cash offer of $30 per share multiple times.
As per Deadline, the lawsuit was filled earlier today in Delaware an it stated, “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.” Paramount is offering to buy all of WBD. WBD shareholders require the information “to make an informed decision as to whether to tender their shares.” The tender offer was extended once and now expires on January 21.