Credit: Hannah Wernecke via Unsplash
Paramount Skydance will nominate directors for election at Warner Bros. Discovery's 2026 annual meeting and file suit seeking disclosure of financial information, as the company ramps up its takeover attempt after recent rejections.
Paramount CEO David Ellison told shareholders the company will nominate a slate of directors who would engage with Paramount's $30 per share cash offer and enter into a transaction.
Paramount will also propose a bylaw amendment requiring WBD shareholder approval for any separation of Global Networks.
If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix deal, Paramount will solicit proxies against approval.
"We do not undertake any of these actions lightly," Ellison wrote.
"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."
The advance notice window for WBD's 2026 annual meeting opens in three weeks.
Paramount filed suit in Delaware Chancery Court seeking disclosure of how WBD valued the Global Networks stub equity, how it valued the Netflix transaction, how the debt reduction mechanism works, and the basis for its "risk adjustment" of Paramount's offer.
"WBD shareholders need this information to make an informed investment decision on our offer," Ellison wrote.
WBD has not disclosed the value of the Global Networks spinoff or the mechanism by which debt transferred from Global Networks to the Streaming & Studios segment reduces cash and stock consideration.
Paramount's $30 per share all-cash offer compares with Netflix's $23.25 in cash plus Netflix shares currently worth $4.11 plus the Global Networks equity, which Paramount has analysed as having zero equity value.
WBD's board last week rejected Paramount's revised offer, calling it inferior to the $82.7 billion Netflix deal.
The board cited significant costs, risks and uncertainties, arguing Paramount's proposal resembles a leveraged buyout that would burden WBD with $87 billion in debt.
WBD entered into the Netflix agreement in December to sell its studios and streaming assets. Paramount launched its bid after being rebuffed during WBD's formal sales process.
"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," Ellison wrote.
The Netflix deal includes WBD spinning off its cable networks including CNN into a separate company called Discovery Global.
Netflix declined to comment and WBD has been contacted for comment.
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