Paramount on Monday dialed up pressure in its hostile bid for Warner Bros. Discovery, saying that it intended to nominate directors to the Warner Bros. board to help advance the deal. Paramount also sued Warner Bros., demanding more information about how the company had decided that Netflix’s bid was superior.
The moves were the latest in a series of increasingly aggressive actions by Paramount to buy Warner Bros.
The Warner board last week rebuffed Paramount’s latest $108 billion bid to acquire the company, sticking with its deal to sell a large portion of its business to Netflix for $83 billion. Paramount on Monday said it would nominate directors who would “exercise WBD’s right under the Netflix Agreement to engage on Paramount’s offer and enter into a transaction with Paramount.”
Paramount also said it would propose an amendment to the company’s bylaws that would require Warner Bros. Discovery to get shareholder approval before breaking off its cable unit as it had planned.
“Despite six weeks and just as many press releases from Paramount Skydance, it has yet to raise the price or address the numerous and obvious deficiencies of its offer,” a spokesperson for Warner Bros. Discovery said in a statement. “Instead, Paramount Skydance is seeking to distract with a meritless lawsuit and attacks on a board that has delivered an unprecedented amount of shareholder value.”
As part of the monthslong back and forth, Paramount has accused the Warner board of running a sales process that unfairly favored Netflix. Warner Bros. Discovery has argued that Netflix’s bid is better for shareholders than Paramount’s in part because of the extensive debt it would load on the company.
Warner Bros. Discovery’s board is led by Samuel A. Di Piazza Jr., a former chief executive of PricewaterhouseCoopers. He joined the board in 2022 when AT&T combined its WarnerMedia business with Discovery.
In a letter to shareholders announcing the lawsuit, Paramount’s chief executive, David Ellison, said, “We are surprised by the lack of transparency on WBD’s part regarding basic financial matters.”
“It just doesn’t add up,” he added.
As the fight for Warner Bros. Discovery plays out in board rooms, it is also playing out in Washington. President Trump, who has said he would be “involved” in any deal, posted on social media Sunday an article published last month titled “Stop the Netflix Cultural Takeover” that argued against the Netflix deal.
Lauren Hirsch is a Times reporter who covers deals and dealmakers in Wall Street and Washington.
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