Paramount said it was prepared to launch a proxy fight to reshape the board of Warner Bros Discovery, hoping to bring the Hollywood studio back to the negotiating table over a $108 billion hostile bid designed to derail WBD’s deal with Netflix.
In a statement released on Monday, Paramount said it “intends to nominate candidates to the board of directors” at WBD’s annual shareholders’ meeting in June, and to urge investors to vote “against approval of the Netflix transaction.”
The media group has also filed a lawsuit in a Delaware state court, seeking to compel WBD to disclose the financial analysis underpinning its conclusion that Paramount’s $30-per-share offer for WBD’s entire business—including its studio, streaming, and cable assets—is inferior to the Netflix deal, which values the studio and streaming assets at $27.75 per share.
In a letter to the WBD board, the company said it would “put forward a slate of directors who, consistent with their fiduciary duties, will exercise WBD’s right under its agreement with Netflix to engage in discussions regarding Paramount’s proposal and to enter into a transaction with Paramount,” once the nomination window opens in three weeks’ time.
The company, led by David Ellison—the son of billionaire Oracle founder Larry Ellison—said it remains “committed” to its tender offer under a hostile approach, while acknowledging that the fate of the deal is “highly likely to be determined by a WBD shareholder vote.”