باراماونت تشن حرباً بالوكالة ضد WBD وسط معركة الاستحواذ

After numerous bid rejections, Paramount Skydance is officially waging a proxy fight against Warner Bros. Discovery’s board.

Why it matters: Paramount has refused to increase the price of its offer for WBD, arguing its bid is financially superior to Netflix’s. It’s now become clear that it believes its best path to winning WBD is through legal pressure.

State of play: Paramount on Monday sent a letter to WBD shareholders saying it intends to nominate directors for WBD’s board and that it filed a lawsuit to force the company to disclose “basic information” about the bidding process to enable shareholders to “to make an informed decision as to whether to tender their shares into our offer.”

• “We do not undertake any of these actions lightly,” Paramount Skydance chair and CEO David Ellison said in the letter. “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.”
• Paramount argued WBD’s board has not been transparent “regarding basic financial matters” throughout the bidding process.
• “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 wrote.

Catch up quick: Paramount last Thursday reaffirmed its $30-a-share cash offer for WBD.

• It argued Discovery Global — the name of the planned spin-out company comprising the WBD cable networks — should be valued at zero, down from the $1 per share it appraised Discovery Global in December.
• That statement came shortly after WBD rejected Paramount’s second hostile takeover bid.
• Paramount says 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.”

Flashback: In a regulatory filing last week, WBD said it “continues to be of the view that PSKY is a litigious counterparty, which raises concerns regarding the likelihood that the Offer (or any related merger agreement) will be completed on the terms proposed.”

• Paramount also says it will propose an amendment to WBD’s bylaws “to require WBD shareholder approval for any separation of Global Networks.”
• The board of directors nomination window opens up in three weeks.