Paramount Skydance on Monday sued Warner Bros Discovery seeking greater disclosure on its proposed $82.7 billion deal with Netflix, escalating a high-stakes battle for control of one of Hollywood’s most storied media groups.The David Ellison-led company also said it plans to nominate directors to the Warner Bros Discovery board and prepare a proxy contest, marking one of its most aggressive moves yet to persuade shareholders that its hostile $30-per-share all-cash bid is superior to Netflix’s $27.75-per-share cash-and-stock offer.
In a letter to shareholders, Paramount said it would also propose an amendment to Warner Bros Discovery’s bylaws requiring shareholder approval for any separation of the company’s cable television business, a central component of the Netflix transaction.The lawsuit, filed in Delaware Chancery Court, seeks to compel Warner Bros Discovery to disclose how it valued the Netflix deal, the planned spin-off of its Global Networks assets and any associated debt transfers. Paramount said shareholders cannot make an informed decision without those details.“WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer,” Paramount wrote in a letter to Warner Bros Discovery shareholders.“Unless the WBD board of directors decides to exercise its right to engage with us under the Netflix merger agreement, this will likely come down to your vote at a shareholder meeting,” it added.Paramount said last week that the proposed cable spin-off was virtually worthless and reiterated its amended $108.4 billion offer after another rejection by the Warner Bros Discovery board. The revised proposal includes $40 billion in equity personally guaranteed by Oracle co-founder Larry Ellison, the father of Paramount chief executive David Ellison, and $54 billion in debt.In a separate press release, Paramount said Warner Bros Discovery’s refusal to engage left shareholders as the ultimate decision-makers. “Over the last few days, following the decision by Warner Bros. Discovery (‘WBD’) not to engage with Paramount on our $30 per share cash offer to acquire all of WBD… we keep getting the same question: what happens next?” the company said.It added that it would nominate a slate of directors at Warner Bros Discovery’s 2026 annual meeting and, if necessary, seek votes against approval of the Netflix transaction.“Paramount will propose an amendment to WBD’s bylaws to require WBD shareholder approval for any separation of Global Networks… to ensure that you get the final decision on which offer is better for you,” the release said.Paramount argues that its all-cash bid offers greater certainty and fewer regulatory hurdles than the Netflix deal, which involves a combination of cash, Netflix shares and a planned spin-off of cable assets. It has also pointed to the weak performance of Versant, Comcast’s cable spin-off, as evidence that such transactions destroy shareholder value.Shares of Warner Bros Discovery were down 1.5 percent in early trading, while Netflix rose 0.8 percent and Paramount gained 0.3 percent. Netflix and Warner Bros Discovery did not immediately respond to requests for comment.Warner Bros Discovery, which owns HBO, CNN and Warner Bros Studios, is prized for its film and television assets and extensive content library, including the Harry Potter and DC Comics franchises. The takeover fight underscores the intensifying rivalry between legacy media companies seeking scale and streaming giants pursuing consolidation.Paramount’s tender offer is set to expire on January 21, though the company has the option to extend it.
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