Paramount Is Going Full Borg to Try and Stop the Netflix-Warner Bros. Merger

Casual followers of the entertainment industrial complex may be under the assumption that Netflix’s bid to acquire Warner Bros. is a done deal. But the ink is not dry yet, and the other player on the board, Paramount, is here to remind everyone of that fact. In December, Paramount launched a hostile bidding war, and now it’s introduced a proxy fight and a lawsuit into the proceedings.

As Deadline reports, “David Ellison’s Paramount said it intends to nominate directors for election at the Warner Bros. Discovery 2026 annual meeting to solicit against the approval of the Netflix transaction.”

In addition, “It also filed suit in Delaware Chancery Court seeking disclosure of ‘basic information to enable WBD shareholders to make informed [decisions]’ of whether or not to tender their shares,” which basically means it wants WBD to reveal all the financial details involved in Netflix’s deal.

The trade calls this maneuver a “major escalation.” Warner Bros.’ current board of directors has rejected Paramount’s previous offers “multiple times,” instead sticking with Netflix’s offer, which is a slightly less per-share amount ($28 versus $30) and does not include the entirety of Warner Bros. Discovery—just the film and TV studios, streaming platform, and gaming divisions—in contrast to Paramount, which is after all of WBD.

As Deadline reminds us, “Paramount has been chasing WBD pretty much since closing the Skydance merger last summer and made a trio of offers before Warner opened up the process to other bidders, ultimately inking a transaction with Netflix.”

In a statement quoted in Variety, Warner Bros. called the lawsuit “meritless,” noting that “[Paramount Skydance] has yet to raise the price or address the numerous and obvious deficiencies of its offer … Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.”

You can read all the details in Paramount Skydance CEO David Ellison’s letter to Warner Bros. Discovery shareholders here; so far there’s no scheduled date for the WBD Annual Meeting. No matter who triumphs in this battle, there will still be a year or more of regulatory approvals to work through before the deal is complete.

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