Mario Gabelli, a major shareholder of Paramount and its predecessor companies for decades, is pressing for more information about the company’s pending merger with Skydance.
Specifically, the investor and fund manager wants to get more financial data and better clarity on the valuation of National Amusements, Inc. Skydance and its backers are putting $8 billion into a complex, two-step transaction to first take control of NAI and then merge with Paramount. The deal, which values Skydance at $4.75 billion and involves a $2.4 billion cash acquisition of National Amusements, is projected to close in the third quarter of 2025.
In multiple posts on Twitter/X, Gabelli touted what he called “Operation fish bowl,” evidently an effort to increase visibility into the transaction. The initiative “most likely starts today,” he said, adding, in the truncated syntax that is his social media signature, “today start gathering of data.” There was no mention of a lawsuit, but Friday evening multiple reports said he had made legal overtures to try to pry loose more information. Puck reported that a complaint was submitted in Delaware Chancery Court, but the court docket did not contain a filing as of Friday night. Reuters reported that Gabelli had sent a letter to Paramount’s general counsel seeking additional details but the news agency did not cite a formal legal complaint.
Gabelli on X said his quest was “no different than security analysts digging for data on industry /company.”
Paramount’s dual-class stock structure is at the heart of Gabelli’s concerns. Shari Redstone’s NAI holds almost 80% of the company’s Class A, or voting, shares. The concern among many holders of Class B shares, including Gabelli, has long been that they would get disadvantaged by an M&A deal. Gabelli Funds also owns nearly 4.9 million Class-A voting shares in Paramount. Skydance’s current offer was the latest of several and it reflected a number of sweeteners to make it more palatable to Class B holders and make it less likely to result in lawsuits. Protection from such suits (aka “indemnification”) became a major deal point and contributed to Redstone walking away from a previous proposal at the 11th hour in June, people familiar with the deal have told Deadline.
The dealmakers “needed to disclose price paid to NAI for non voting….and voting shares,” Gabelli tweeted.
The Employees’ Retirement System of Rhode Island filed a complaint similar to Gabelli’s last May, asking a judge to order the release of documents. Paramount’s board, in the view of the complaint, has “failed to prevent Shari Redstone from diverting corporate opportunities or interfering with Paramount’s ability to seek the best deal for Paramount and its other stockholders.”
Paramount and National Amusements did not immediately respond to Deadline’s request for comment.
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