Paramount Launches Warner Bros. Proxy Fight, Files Suit (4)

Paramount Skydance Corp. ratcheted up the stakes in the monthslong battle for Warner Bros. Discovery Inc., saying it plans to nominate directors to the board to thwart a merger with Netflix Inc.

The company, run by David Ellison,also said it filed a lawsuit against Warner Bros. in an attempt to force out into the open more details about Netflix’s $82.7 billion takeover agreement, escalating an acrimonious bidding war between the media company and the streaming giant that has captivated Hollywood and Wall Street.

Paramount has been pursuing Warner Bros. for four months and has submitted multiple offers for the iconic Hollywood studio, all of which have been rebuffed by Warner Bros.’s board. Instead, Warner Bros., which has produced beloved film franchises from Batman to Harry Potter and is the home of HBO, agreed to a deal with Netflix in early December to sell its studio and streaming business to the tech giant for $27.75 a share in cash and stock.

Paramount has long argued its $30-a-share offer for all of Warner Bros. is superior and has fewer risks and costs. Ellison said in a letter to shareholders made public on Monday that he would challenge the Netflix deal either at the regular Warner Bros. annual meeting or a special meeting convened to approve the deal if Warner Bros. calls one.

“We are committed to seeing our tender offer through,” the letter said.

Warner Bros. said Paramount is “seeking to distract with a meritless lawsuit” and attacks on a board that has delivered shareholder value.

“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,” Warner Bros. said in an emailed statement to Bloomberg.

Warner Bros. plans to spin off its cable-TV channels, known as Discovery Global, later this year and has said the potential upside from that transaction makes the Netflix offer more attractive. Paramount has said the shares in Discovery Global are essentially worth nothing and insists its all-cash offer is better for investors. Ellison has accused Warner Bros. of failing to engage transparently with him throughout the process.

“While Paramount’s all-cash offer is easy to value, the board has shirked its duty of disclosure with respect to the complex, cash/stock consideration it has recommended the stockholders accept instead from Netflix,” according to Paramount’s complaint.

Paramount is also planning to propose an amendment to Warner Bros.’ bylaws that would require shareholder approval for the company’s planned spinoff of its cable assets.

Paramount claimed that Warner Bros. failed to provide proper disclosures to shareholders so they can make an informed decision when voting on the deal, according to the lawsuit filed in Delaware Chancery Court. The company asked the court to order Warner Bros. and its board to correct “all misleading” disclosures and provide information on valuations of the Netflix deal, bankers’ analysis and details on how the board applied “risk adjustments” to reach its conclusion.

The board, “while failing to disclose basic, material valuation information that stockholders need to make informed investment decisions,” has recommended stockholders reject Paramount’s offer in favor of the Netflix one, which is “both financially inferior to the Paramount offer and less likely to secure regulatory clearance and close,” according to the complaint.

Warner Bros. shares fell 1.8% in New York Monday midday to $28.35. Netflix was little changed while Paramount rose less than 1%. Shareholders have until Jan. 21 to decide whether to accept Paramount’s tender offer.

The battle between Netflix and Paramount stands to reshape the entertainment industry regardless of who wins. With Warner Bros. films and TV shows, Netflix would wield tremendous new power over the content offered to online audiences. For its part, Paramount aims to marry two legacy Hollywood studios to counter the influence of Netflix, Walt Disney Co. and Amazon.com Inc.

Either deal will face significant regulatory scrutiny in Washington and Europe. Both companies have been seeking to curry favor with US President Donald Trump, who has said he plans to be involved with the merger’s approval. On Sunday, Trump posted on social media a link to an article published on the One America News network last month titled “Stop the Netflix Cultural Takeover.” The piece argues against the Netflix offer and suggested that Warner’s board is leaning toward that option because it aligns more closely with the ideological preferences of Warner Bros.’ executives.

--With assistance from Jef Feeley and Hannah Miller.

To contact the reporters on this story:
Molly Schuetz in New York at mschuetz9@bloomberg.net;
Sabrina Willmer in Washington at swillmer2@bloomberg.net

To contact the editors responsible for this story:
Christopher Palmeri at cpalmeri1@bloomberg.net

Felix Gillette, Molly Schuetz

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