Paramount Goes Hostile Against Warner Bros. Looking to Elect its Own Board of Directors and Filing a Lawsuit
Paramount Skydance through its website “Stronger Hollywood” is going all in with its hostile takeover for Warner Bros. Discovery. In early December, Netflix won a bidding war that included Paramount Skydance and Comcast for Warner Bros. Discovery.
In its latest press release, Paramount Skydance has said they have sent a letter to shareholders of Warner Bros. Discovery calling their offer “superior, fully financed, all-cash.”
In the letter, Paramount says this process began “about four months ago” when they offered in private a “significant premium” to Warner Bros’ $12.54 a share price. They have now offered $30 all-cash offer for all of Warner Bros. Discovery while Netflix has offered $27.50, a mix of cash and stock.
Paramount is “committed to seeing (its) tender offer through” stating the deal will likely come down to a vote at the shareholder meeting.
Paramount has stated that it is nominating a slate of directors whose entire role will be to enter into a “transaction with Paramount,” stating its their “fiduciary duty.”
It also stated it is proposing an amendment to the bylaws to require shareholder approval for “any separation of Global Networks.” It was a plan of Warner Bros. Discovery to again split into two companies with one focused on its networks and the other studios and HBO. Netflix’s offer would purchase just the studios and HBO while Paramount is attempting to purchase the entire company. The split was to begin to take place in 2026.
Paramount keeps emphasizing their $30 all-cash offer is superior to Netflix’s $23.25 cash plus $4.11 in shares (roughly $27.50) offer though consistently fails that Paramount is purchasing the whole company compared to Netflix’s offer for “half.” In theory, current WBD share holders would receive shares for the new network focused company which is believe to be called something like Discovery. So, are the networks worth $2.50 a share more which with 2.48 billion share which “values” that part at about $6.2 billion? Before its merfer with Warner Bros. Discovery Inc. in 2022 reported $10.67 billion in revenue and $34 billion in assets. Add in that the Warner Bros. also has TBS, TNT, truTV, CNN, Cartoon Network, Adult Swim, and TCM on top of Discovery’s channels that aren’t factored into that value, you can see how Paramount’s offer is far inferior.
In their latest release, Paramount is also pushing that WBD hasn’t included disclosures as to how it valued Global Networks. They have therefore filed a lawsuit to get WBD to provide the information.
They’re urging WBD shareholders to “register their preference” for Paramount’s offer.
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