Paramount Not Giving Up On Buying Warner Bros., Launches Lawsuit

Despite multiple rejections of its bids, Paramount remains intent on buying Warner Bros. Discovery and has now launched a lawsuit against the company over the matter. What's more, Paramount said it will seek to nominate its own team of directors at the WBD 2026 Annual Meeting this year, which could trigger a so-called proxy fight for the company's future.

Paramount boss David Ellison said in a memo to WBD shareholders that it filed suit in court today, January 12, calling on the court to direct WBD to release the specifics of Netflix's bid for WBD. The WBD shareholders need this information so they can "make an informed decision as to whether to tender their shares into our offer," Paramount said.

Ellison said Paramount had already asked for "the customary financial disclosure" that should have been provided to shareholders in a business transaction like this. But Ellison said WBD "failed to include" disclosures about several aspects of the deal from Netflix and share this with WBD shareholders.

"WBD shareholders need this information to make an informed investment decision on our offer--and importantly, Delaware law has consistently required that such information be provided to shareholders," Ellison said.

The executive added: "We do not undertake any of these actions lightly. Make no mistake, our goal remains to have constructive discussions with WBD's Board to reach an agreement that is in the best interests of WBD shareholders."

For its part, WBD said in a statement to Deadline that Paramount is "seeking to distract with a meritless lawsuit and attacks on a board that has delivered an unprecedented amount of shareholder value."

WBD's statement added: "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.”

In his own memo to WBD staff, Ellison added that Paramount remains "perplexed" that WBD never wrote back to the company about the offer it made on December 4 and "never attempted to clarify or negotiate any of the terms in that proposal..."

"It just doesn't add up--much like the math on how WBD continues to favor taking less than our $30 per share all-cash offer for its shareholders," Ellison said.

Ellison, appealing directly to WBD shareholders, said the "best outcome" for both WBD and Paramount would be for WBD's board to come to the table and negotiate with Paramount, even though WBD has already signed a deal with Netflix.

"If it does so, we will be open and constructive to secure the best path forward for WBD and each of you. We have demonstrated our willingness to listen carefully to any feedback we receive from WBD's Board and to respond by offering reasonable solutions--and that remains our mindset and approach," Ellison said. "Paramount is committed, my family is committed, and hopefully this helps answer the question of what comes next."

On January 7, WBD officially rejected Paramount's revised offer to buy the company, saying it was "not in the best interests of WBD and its shareholders." WBD's board of directors said on January 7 that it continues to recommend that shareholders approve Netflix's bid and reject Paramount's. This offer included a $40 billion+ guarantee from David Ellison's father, billionaire Oracle founder Larry Ellison, along with a number of other sweeteners.

As announced previously, Paramount's offer was $30 per share for the entirety of WBD, compared to $27.75 from Netflix for select pieces of the group, including its film, TV, and gaming divisions. Paramount's offer would amount to many billions of dollars more for WBD, but there are numerous other factors involved in the terms of the transaction as well.

Both Netflix co-CEO Ted Sarandos and David Ellison have personally met with US President Donald Trump, Bloomberg reported. His son in law, Jared Kushner, was originally involved in Paramount's hostile takeover bid for WBD through his company Affinity Partners, but later dropped out.

There is a gaming angle here, too, as whichever company acquires WBD may also take ownership of the company's vast gaming division, which owns numerous game franchises and studios. There is also the possibility that a deal does not materialize at all, for any number of reasons.

Senator Elizabeth Warren (D-MA) recently discussed in a podcast interview with The Town that media consolidation in this manner will negatively impact consumers, saying she would prefer no deal to happen at all.

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