Paramount escalates hostile bid for Warner Bros. Discovery with proxy fight, lawsuit

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, Para...