Warner Bros. Discovery clapped back at Paramount Skydance’s lawsuit seeking more financial details on WBD’s deal with Netflix and said Paramount’s continued campaign to try to convince Warner Bros. shareholders that its $30/share offer is superior is an attempt to “distract” investors.
In a statement, WBD said Paramount’s lawsuit filed Monday in Delaware Chancery Court was “meritless.” The company said that Paramount, led by chairman and CEO David Ellison, “has yet to raise the price” of its offer to acquire WBD in its entirety.
“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 a statement Monday. “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.”
Ellison, just weeks after the close of Skydance Media’s acquisition of Paramount Global in August 2025, kicked off what became a bidding war for Warner Bros. Discovery. Paramount has been seeking to buy WBD as a whole — but WBD’s board has rejected eight consecutive offers from Ellison and his backers, which include his dad, Oracle co-founder Larry Ellison.
After evaluating offers from Paramount, Comcast and Netflix, the board of WBD opted to clinch a deal with Netflix. Under that agreement, Netflix would pay $27.75/share in cash and stock for Warner Bros.’s films and TV studios businesses, HBO and HBO Max, and games division. The Netflix sale is to be completed after WBD’s spin-off in the third quarter of 2026 of Discovery Global, which will comprise assets including CNN, TBS, HGTV, Food Network and Discovery+.
David Ellison — who was ghosted by Warner Bros. Discovery CEO David Zaslav in the hours leading up to WBD’s announcement of its deal with Netflix — has not given up his fight for WBD. He has continued to assert that Paramount Skydance’s proposal is a better deal for WBD shareholders.
A key question Paramount has raised in advocating for its hostile takeover: how WBD is assigning value to Discovery Global.
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Paramount’s Jan. 12 lawsuit, which names Zaslav and WBD’s other board members as defendants, seeks to force the media company to disclose how it is valuing Discovery Global in the context of the value of the overall Netflix transaction, including how much debt WBD will be offloading to Discovery Global.
Those are crucial details in evaluating the total shareholder value of Netflix’s deal vs. Paramount’s offer, according to Paramount. According to Paramount’s Jan. 8 analysis, the total value of the Netflix transaction to WBD shareholders is $27.42/share, given the decline in Netflix’s share price since that deal was announced — implying that shares in Discovery Global have zero value under the Netflix deal.
In addition to suing WBD’s board, Paramount on Monday formally announced that it plans to nominate a rival slate of directors for election at the 2026 Warner Bros. Discovery shareholders meeting to push the board to engage with Paramount’s $30/share offer.
From Variety US