Media and entertainment company Paramount filed a lawsuit against Warner Bros. Discovery (WBD), which it wants to acquire, demanding the disclosure of key financial information to enable shareholders to make an informed decision.
In a letter sent to WBD shareholders on Monday, Paramount provided information on the next steps in the process of its $30-per-share all-cash acquisition offer.
The letter, signed by Paramount CEO David Ellison, emphasized the company's determination to finalize the offer.
The letter stated that the goal is to nominate board members to be elected at WBD's 2026 Annual General Meeting and to gather votes against the approval of the company's transaction with Netflix.
It stressed the company's "$30 per share in cash is simply more than Netflix's complex multi-variable consideration comprised of $23.25 in cash plus (b) a number of Netflix shares currently worth $4.11 plus the to-be-issued Global Networks equity which we have analyzed as having zero equity value."
The letter also noted that a lawsuit had been filed in a Delaware court, arguing that WBD management had not provided sufficient explanation on issues such as valuation and debt structure related to the Netflix transaction and the Global Networks spin-off, and demanding that this information be disclosed to the public to enable shareholders to make a sound assessment.
- WBD Board recommends rejecting Paramount offers
Paramount announced on Dec. 8 that it had made an offer to purchase all WBD shares for $30 per share in cash, equivalent to a total enterprise value of $108.4 billion.
Paramount's offer came after Netflix announced it had reached an agreement with Warner Bros. Discovery.
Netflix announced on Dec. 5 that it had reached an agreement with Warner Bros. Discovery to acquire Warner Bros., including its film and television studios, HBO Max, and HBO, for $72 billion in equity value and $82.7 billion in total enterprise value.
On Dec. 17, the WBD Board of Directors recommended that the company's shareholders reject Paramount's acquisition offer and support the agreement reached with Netflix.
In response, Paramount revised its offer on Dec. 22. The company maintained its offer to purchase all WBD shares for $30 per share in cash, while billionaire businessman Larry Ellison personally guaranteed the $40.4 billion in equity financing for the offer.
Last week, the WBD Board of Directors advised shareholders to reject Paramount's revised acquisition offer.
