Paramount CEO David Ellison PATRICK T. FALLON/AFP/Getty Images Share on Facebook Share on X Google Preferred Share to Flipboard Show additional share options Share on LinkedIn Share on Pinterest Share on Reddit Share on Tumblr Share on Whats App Send an Email Print the Article Post a Comment Logo text Paramount is upping its fight for Warner Bros. Discovery. In a letter to WBD shareholders Monday, Paramount CEO David Ellison said his company has filed suit against WBD in Delaware seeking greater financial disclosure of the Netflix deal. Additionally, Ellison said his company plans to nominate its own slate of directors for WBD's board who they believe would vote against the deal with Netflix. After repeated attempts, Paramount has stuck with its $30 per share tender offer for Warner Bros. Discovery and has argued that its all-cash bid remains "superior" to the deal that WBD signed with Netflix. WBD's board rejected Paramount's latest bid, which included a personal guarantee from Oracle founder Larry Ellison, saying that it still did not address all their concerns. Warner Bros. struck a deal with Netflix in December that would see the streamer acquire its TV and movie studios for $83 billion. In the letter Monday, Ellison argues that there is a "customary financial disclosure a board is supposed to provide shareholders when making an investment recommendation." But he argues that Warner Bros has failed to provide these disclosures, including how it valued the overall Netflix transaction and the basis for the "risk adjustment" of Paramount's offering. He's filing the suit to compel WBD to provide that information to its shareholders. Because Paramount's offers thus far have been rebuffed, Ellison wrote that the decision will likely come down to votes at the shareholder meeting. While he writes he does not know whether that will be at the WBD annual meeting or a special meeting, Paramount plans to nominate its own slate of directors. Additionally, Paramount "will propose an Paramount will propose an amendment to WBD's bylaws to require WBD shareholder approval for any separation of Global Networks." If WBD calls a special meeting ahead of its annual meeting, Paramount says it will solicit proxies against such approval. "These actions, coupled with our tender offer, ensure that you get the final decision on which offer is better for you," the letter to shareholders reads. The full text of Ellison's memo is below: Dear Warner Bros. Discovery Shareholder,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, and our reaffirmation of our commitment to delivering our superior offer to WBD shareholders, we keep getting the same question: what happens next?Paramount started this process about four months ago with a private offer at a significant premium to WBD's $12.54 share price, and our pursuit culminated in the $30 per share all-cash, fully financed proposal we made before WBD entered into the Netflix transaction. When we learned of the terms of that transaction, which are inferior both financially and from the standpoint of timing and certainty of closing, we decided to bring our offer directly to you, through our tender offer.
We are committed to seeing our tender offer through. We understand, however, that unless the WBD board of directors decides to exercise its right to engage with us under the Netflix merger agreement (the "Netflix Agreement"), this will likely come down to your vote at a shareholder meeting. We do not know whether that will be at WBD's upcoming annual meeting or a special meeting. The "advance notice" window for WBD's 2026 annual meeting opens in three weeks, and Paramount will 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. In addition, Paramount will propose an amendment to WBD's bylaws to require 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 Agreement, Paramount will solicit proxies against such approval. These actions, coupled with our tender offer, ensure that you get the final decision on which offer is better for you.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. Our $30 per share in cash is simply more than Netflix's complex multi-variable consideration comprised of (a) $23.25 in cash plus (b) a number of Netflix shares currently worth $4.11 (at Friday's close) plus (c) the to-be-issued Global Networks equity which we have analyzed as having zero equity value1. In addition to not disclosing the value of the to-be-issued Global Networks spin off, WBD has not d