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Paramount Skydance’s hostile takeover effort of Warner Bros. Discovery has taken a new legal turn.
David Ellison‘s Paramount Skydance on Monday sued Warner Bros. Discovery, seeking to force WBD to disclose financial details of its $83 billion deal with Netflix. Paramount also officially announced plans to launch a proxy fight for WBD: The company said it will nominate a slate of directors “who, in accordance with their fiduciary duties, will exercise WBD’s right under the Netflix Agreement to engage on Paramount’s offer and enter into a transaction with Paramount.”
The litigation comes after the board of Warner Bros. Discovery rejected Paramount’s latest $30/share all-cash bid for WBD in its entirety — the eighth offer put forward by Ellison with backers including his wealthy father, Larry Ellison.
“WBD has failed to include any disclosure about how it valued the Global Networks stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its ‘risk adjustment’ of our $30 per share all-cash offer,” Paramount chairman and CEO David Ellison wrote in an open letter to WBD shareholders Monday.
Paramount on Monday filed suit in Delaware Chancery Court to ask the court “to simply direct WBD to provide this information so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer,” Ellison wrote.
A WBD rep did not immediately respond to a request for comment.
Ahead of Warner Bros. Discovery’s 2026 shareholder meeting, Paramount will propose an amendment to WBD’s bylaws to require WBD shareholder approval for “any separation of Global Networks.” If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix agreement, Paramount “will solicit proxies against such approval,” according to David Ellison’s open letter.
According to Paramount’s analysis, the total value of the Netflix transaction to WBD shareholders currently implies that shares in the proposed Discovery Global spin-off are worthless under the Netflix deal. Under Netflix’s agreement with WBD, the streaming giant would pay $27.75/share for Warner Bros.’s films and TV studios businesses, HBO and HBO Max, and games division. That transaction would be completed after WBD’s spin-off in the third quarter of 2026 of Discovery Global, which is set to include CNN, TBS, HGTV, Food Network and Discovery+.
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