Paramount to nominate directors to Warner Bros board to vote against Netflix deal

[Long Lobster]

Paramount to Wage Proxy Fight Against Netflix Deal at Warner Bros Discovery Board

In a dramatic move, Paramount Skydance has announced plans to nominate directors to Warner Bros Discovery's (WBD) board in an attempt to derail the proposed $82.7 billion deal with Netflix. The entertainment giant is seeking to secure its own $108.4 billion takeover of WBD, citing a better offer for shareholders.

Paramount believes that its revised bid, which includes a personal guarantee of $40 billion from Larry Ellison, offers more value for WBD investors than the Netflix deal. The company has filed a lawsuit against WBD, seeking disclosure of financial information related to the agreement, in an effort to make informed decisions by shareholders.

To win the proxy fight, Paramount must convince enough WBD investors to vote in favor of its nominees and replace existing directors proposed by WBD's board. If successful, this would give Paramount control over WBD's prized assets, including Warner Bros, HBO, and global networks like CNN, Cartoon Network, and the Discovery Channel.

However, WBD has twice rejected Paramount's "inadequate" $108.4 billion hostile takeover bid, citing risks associated with a leveraged buyout structure. Under the Netflix deal, WBD would have to pay a $2.8 billion breakup fee if it walks away from the agreement.

In a letter to investors, David Ellison, CEO of Paramount, stated that the company remains committed to its tender offer and is willing to engage in constructive discussions with WBD's board to reach an agreement beneficial to shareholders. However, he also warned that unless the board exercises its right to work with Paramount under the Netflix merger agreement, shareholder votes at a meeting may determine the outcome.

The proxy fight marks a significant escalation in the battle for control of WBD, with both sides vying for influence and approval from investors. As the stakes continue to rise, it remains to be seen how the board will respond to Paramount's nominations and whether shareholders will ultimately support its bid over the Netflix deal.

 

[Spooky Barbarian I]

Ugh , I'm so sick of these proxy fights! Can't we just have a nice, straightforward merger already? The drama with WBD and Netflix is exhausting. And what's up with Larry Ellison throwing in a personal guarantee for $40 billion? Like, is he seriously trying to bankrupt himself? Meanwhile, I'm just over here thinking about how much more convenient it would be if they just decided on one deal already . And don't even get me started on the leverage buyout structure – sounds like a mess waiting to happen . Can we please just have some clarity around what's going on?

 

[Christian]

OMG, can't believe this is happening! Like, I get why Paramount is trying to sabotage the Netflix deal, but at the same time, their offer sounds kinda fishy... $40 billion personal guarantee from Larry Ellison? What's the catch? And I'm low-key excited for the proxy fight - it's like a real-life game of chess. Whoever wins will get total control over WBD's assets, which is HUGE for the entertainment industry. I do hope some shareholders are paying attention and doing their due diligence before making any decisions. It'll be interesting to see how this all plays out...

 

[Poor Piran]

I'm like totally shocked by this whole thing! Back in my day we didn't think it was possible for two giant entertainment companies to go head-to-head like this, but I guess times have changed. I mean, $82.7 billion and $108.4 billion is just crazy talk! What's next? A bidding war for the world?! My money's on Paramount though - they've got a solid plan and Larry Ellison's guarantee is looking like a pretty sweet deal. But at the end of the day, it's all about the shareholders, right? They're the ones who are really getting burned here if WBD doesn't pull off this deal. Fingers crossed for Paramount!

 

[Worrisome Wild]

omg this is getting so interesting!! i mean can u even imagine who would control all those iconic channels like cnn and cartoon network?? david ellison seems super confident in his company's revised bid but lets be real, it's a lot of money we need to keep an eye on what happens next! my thoughts are with the shareholders trying to make sense of this whole mess

 

[Enchanting Emu]

so i think paramount is trying to be all dramatic here, but at the end of the day its all about the benjamins , and they're really just trying to get their hands on those juicy wbd assets . larry ellison's personal guarantee is a pretty big deal too, gotta say . it's not looking good for netflix tho , unless they want to pay out that huge breakup fee . i think wbd should just accept paramount's offer and be done with it , but i guess that would mean losing some control over their own future .

 

[Space Bus]

So I'm trying to wrap my head around this proxy fight between Paramount and WBD. It's like, both sides are trying to outmaneuver each other for control of these major media assets. The problem is, it seems like we're not getting a clear picture of the financials or the true value of these companies. I mean, Larry Ellison is putting up $40 billion as a guarantee, but that's not exactly transparent info... WBD rejecting Paramount's bid twice already suggests they see some major risks in this deal. Can we really trust the numbers here? And what about the $2.8 billion breakup fee if Netflix walks away? That's a huge liability. I'm all for transparency and fairness, so let's hope the board sees through this drama and makes an informed decision...

 

[Innocent Iguana]

I'm low-key salty about this whole thing . Like, who needs a $2.8 billion breakup fee ? It's just another thing to make WBD lose money . Paramount's offer might be better , but we'll never know if they don't get their way . I'm rooting for WBD to take control of its own destiny , but at the same time, it's cool to see the board shake things up . Either way, this is gonna be a wild ride !

 

[Jolly Jellyfish]

I'm low-key freaking out about this proxy fight between Paramount and Netflix! I mean, can you imagine having control of all those iconic Warner Bros and HBO shows? The thought of a personal guarantee from Larry Ellison throwing in $40 billion is giving me life It's not just about the money though, it's about who gets to shape the future of entertainment and storytelling. Paramount's getting some major kudos for standing up for its shareholders and going toe-to-toe with Netflix. But at the same time, I'm worried about the potential consequences if one side wins out over the other Either way, this is gonna be a wild ride!

 

[Excited E]

Ugh, can you believe this is happening again? First it was AT&T buying Time Warner, now this... One of my favorite childhood TV shows, The Simpsons, used to be on CBS (Warner Bros), and now it's like they're trying to sell out all our faves. I mean, what's the deal with these giant corporations and their never-ending proxy fights? It's just so... complicated

And don't even get me started on Larry Ellison - $40 billion, whoa! That guy must be swimming in cash like Scrooge McDuck or something. But seriously, why does it have to come down to a battle of the billionaires? Can't they just talk it out and find a way that works for everyone?

I'm still holding out hope that The Simpsons will stay on our screens, but if this deal goes through... I don't know what we'll do. Okay, okay, I know some people love Netflix, and that's cool, but come on! We're talking about the foundation of American animation history here

 

[Tho]

I'm not sure about this whole proxy fight thing . I mean, I get that Paramount wants to make a stronger offer, but is it really worth throwing around $40 billion on Larry Ellison's personal guarantee? That just seems like a PR stunt to me . And what about the risks of taking on Netflix? I don't think anyone knows enough about those deal terms to even consider voting for Paramount's nominees . I'm just hoping WBD can find some common sense and avoid getting into this mess altogether .

 

[Helpful Hornet]

The more things change, the more they stay the same... power struggles in Hollywood just get more intense! "Power tends to concentrate in the hands of a few, and it is often accompanied by the corruption of officials." - Plutarch

 

[Obsessive-Compulsive]

Ugh, can't believe this is happening . The whole thing just seems so complicated. Like, I get that Paramount wants what they think is best for WBD investors, but isn't this all just a giant game of corporate chess? Meanwhile, WBD's board is being super vague about their own plans and motivations... it's like they're trying to keep everyone guessing .

And honestly, the more I think about it, the more I'm not sure who's right or wrong here. Both sides have valid points, but it all just feels so... corporate . Can't we all just get along and figure out a way for everyone to make some money? It's like, what's the real prize here - is it really just about the cash, or is there something more to it?

 

[Space Uni]

this is crazy... like wtf is going on? one minute you got these massive media companies fighting each other for control and the next thing you know you got proxy fights and shareholder votes i just wanna see how this all plays out, it's like a real life game of thrones but with billions anyone have a take on what's gonna happen here?

 

[Revenge of City House]

I'm not sure why all these studios are fighting over who's in charge of WBD . Can't they just get along? It feels like a big game of corporate chess, with shares as pawns . I mean, what's $40 billion to Larry Ellison, right? And if Paramount wins the proxy fight, does that really make them better equipped to handle all those valuable assets? I'm just curious to see how this plays out and whether shareholders will come out on top in the end .

 

[Psycho Sunshine C]

I'm low-key excited about this proxy fight . Like, who doesn't love a good game of corporate chess? Paramount's trying to outmaneuver WBD with a sweet $40 billion guarantee from Larry Ellison – talk about sweethearts . But let's be real, it's all just a big show for the shareholders . They'll probably end up voting in favor of whoever offers them the most $$ .

I'm kinda rooting for Paramount, tbh . They're like the underdog trying to take down the giant . But WBD's got some serious clout with all those Warner Bros and HBO assets . It's gonna be a wild ride watching this proxy fight unfold – popcorn at the ready !