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Paramount Plans to Nominate WBD Board Members, Files Litigation Regarding Asset Sale to Netflix

Paramount Plans to Nominate WBD Board Members, Files Litigation Regarding Asset Sale to Netflix

The bosses at Paramount Skydance, Warner Bros. Discovery and Netflix may have looked chummy (sitting at separate tables) during the Jan. 11 Golden Globes Awards, but the following morning (Jan. 12) brought news that Paramount has filed litigation against WBD, in addition to plans to nominate directors to the latter’s board of directors.

Specifically, Paramount, under the direction of CEO David Ellison, filed litigation in U.S. District Court for the District of Delaware seeking all information it claims would allow WBD shareholders to make a more informed decision regarding the company’s asset sales.

Paramount also wants to install directors to the WBD that could be more favorable to its six-time rejected hostile offer for the company, which currently stands at $108.4 billion and is set to expire on Jan. 21.

Paramount claims WBD has failed to include any disclosure about how it values its Global Networks (TV assets) equity, how it values the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, and what the WBD’s board basis is for its “risk adjustment” of Paramount’s $30 per share all-cash offer.

“WBD shareholders need this information to make an informed investment decision on our offer — and importantly, Delaware law has consistently required that such information be provided to shareholders,” read Ellison’s letter.

“We do not undertake any of these actions lightly,” Ellison continued. “Make no mistake, our goal remains to have constructive discussions with WBD’s board to reach an agreement that is in the best interests of WBD shareholders.”

WBD currently has an accepted $82.7 billion deal with Netflix for its streaming (HBO Max) and Warner Bros. Studios assets.

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