Paramount intensifies Warner Bros. Discovery takeover battle with lawsuit

Paramount Skydance has intensified its takeover bid for Warner Bros Discovery by filing a lawsuit demanding greater transparency around Warner Bros’ agreement with Netflix. The legal action seeks to force the company to disclose the financial analysis that informed its board’s decision to back Netflix’s $82.7 billion cash-and-stock offer.

Led by David Ellison, Paramount has also adopted a more confrontational strategy by preparing to nominate its own slate of directors to Warner Bros’ board. The move is aimed at convincing shareholders that Paramount’s $108.7 billion all-cash proposal is superior to Netflix’s bid, according to reports.

Paramount and Netflix are now locked in a high-stakes battle to acquire Warner Bros’ coveted film and television studios and its extensive content library, home to major franchises such as Harry Potter and DC Comics. Last week, Warner Bros rejected Paramount’s latest offer and urged shareholders to support the Netflix transaction, noting that terminating the Netflix deal would trigger a $2.8 billion breakup fee and total exit costs of $4.7 billion.

In a letter to shareholders, Paramount argued that its $30-per-share offer for the entire Warner Bros business is more attractive than Netflix’s $27.75-per-share bid, which covers only the studios and streaming assets. Paramount also maintained that its all-cash offer would face fewer regulatory obstacles.

Separately, Paramount said it would push for an amendment to Warner Bros’ bylaws requiring shareholder approval for any separation of the company’s cable television business—a central component of Netflix’s proposed deal.

Warner Bros, however, dismissed the lawsuit as “meritless,” saying Paramount has neither raised its offer nor addressed what it described as the “numerous and obvious deficiencies” in Paramount’s proposal.