Paramount Skydance dramatically escalated its hostile bid for Warner Bros. Discovery on Monday, launching a proxy fight for control of the board and filing a lawsuit in Delaware to force engagement with its $30-per-share all-cash offer.
The step marks an escalation after Paramount last month accused WBD’s board of breaching its fiduciary duties by refusing to engage with what it calls its financially superior proposal while the board backed a $72 billion deal with Netflix instead.
Last week, The Post reported that Paramount Skydance has shifted to what insiders dubbed “Plan D” — opting to play the long game by hammering investors and regulators on the regulatory, financing and valuation risks facing Netflix’s bid rather than immediately sweetening its own offer.
Under that strategy, Paramount has been arguing that the WBD-Netflix transaction could face prolonged antitrust scrutiny from the Justice Department, while the value of the stock portion continues to erode and a planned cable spinoff could be worth little more than $1 a share for WBD investors.
WBD strongly rejected Paramount’s latest moves.
“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,” it 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
“In spite of its multiple opportunities, Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.”
Paramount is accusing WBD’s board of freezing it out of the sale process altogether, saying executives refused to engage even after Paramount submitted its all-cash offer and before WBD agreed to sell its prized film and TV studios plus HBO and HBO Max to Netflix.
In a letter to shareholders tied to its proxy fight, Paramount said WBD offered shifting explanations for backing the Netflix deal while avoiding a direct financial comparison between the two bids — a silence that it said speaks volumes.
“We remain perplexed that WBD never responded to our December 4th offer, never attempted to clarify or negotiate any of the terms in that proposal, nor traded markups of contracts with us,” wrote CEO David Ellison.
“WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer.”
Paramount said the escalation will include nominating a full slate of directors at WBD’s 2026 annual meeting and soliciting proxies against approval of the Netflix transaction. Meanwhile, its lawsuit in Delaware Chancery Court seeks to force WBD to disclose detailed financial analyses underpinning its recommendation, including how it valued the Netflix deal and the planned spinoff of WBD’s TV networks division into a separate publicly traded company.
Paramount described the financial disclosures it is seeking in court as basic, arguing the board has failed to explain how it valued the Netflix transaction, how debt allocations would reduce shareholder payouts or why it applied a “risk adjustment” to Paramount’s all-cash bid.
The timing of the lawsuit is critical as Paramount is seeking court-ordered disclosure before shareholders vote on the Netflix merger or decide whether to tender their shares.
The suit argues that Delaware law requires WBD’s board to provide detailed financial analyses when asking shareholders to accept or reject competing bids, and that shareholders cannot make an informed decision without knowing how the board valued the cable spinoff and the overall Netflix package.
Netflix declined to comment.
