Paramount Files Suit and Seeks Board Seats to Block Netflix-WBD $82.7B Deal

Paramount sued WBD seeking financial disclosures and plans to nominate directors, arguing its $30-per-share cash offer is superior to Netflix’s $82.7B acquisition for shareholders' sake

Overview

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1.

Paramount Skydance, led by CEO David Ellison and backed by Larry Ellison, filed suit in Delaware and launched a proxy bid to derail Netflix’s planned acquisition of Warner Bros. Discovery.

2.

The lawsuit seeks detailed financial disclosures about Netflix’s $82.7 billion deal and WBD’s valuation methods so shareholders can compare Paramount’s $30-per-share all-cash offer.

3.

Paramount will nominate its own slate of directors ahead of WBD’s annual meeting to seek votes to block the Netflix transaction and push its takeover terms.

4.

WBD’s board continues to recommend the Netflix sale, calling Paramount’s financing risky; both sides warn of regulatory scrutiny, job impacts, and long antitrust reviews.

5.

President Trump, lawmakers and industry groups have voiced concerns about cultural influence, consumer costs and market concentration, while the Writers Guild remains opposed to the merger.

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Analysis

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Center-leaning sources frame the merger skeptically by foregrounding criticism and a legal challenge, using evaluative terms like "controversial" and "concerns continue to be voiced." They prioritize quotes and allegations from Paramount, Trump, the WGA and lawmakers while treating Netflix’s reassurances briefly, creating a narrative of risk, consolidation, and opposition.

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FAQ

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Paramount filed a lawsuit in Delaware Chancery Court demanding detailed financial disclosures from WBD on how it valued Netflix's $82.7 billion acquisition, including purchase price adjustments for debt and risk assessments of Paramount's $30 per-share all-cash offer, to enable informed shareholder decisions.

Paramount offers $30 per share in all-cash for the entire WBD company, valued at around $108 billion, which it claims is superior to Netflix's $82.7 billion deal covering WBD's studio and streaming businesses (equivalent to $27.25 per share).

WBD's board rejected Paramount's bid twice, citing risks in financing and deal completion, while affirming Netflix's offer as superior; it plans to spin off the cable TV business in the Netflix deal.

Paramount plans to nominate a competing slate of directors ahead of WBD's annual meeting to seek shareholder votes to block the Netflix transaction and advance its own takeover terms.

Concerns include market consolidation, cultural influence, consumer costs, regulatory scrutiny, job impacts, antitrust reviews, voiced by President Trump, lawmakers, industry groups, and the Writers Guild.[1]

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