More details about Paramount’s lawsuit against the Warner Bros. Discovery board of directors emerged Monday as TheWrap has obtained a copy of the legal document.
The lawsuit was reported on Monday morning and is part of Skydance Paramount CEO David Ellison’s plan to launch a proxy battle so his company can acquire Warner Bros. Discovery. The legal document calls the WBD board’s recommendation to take Netflix’s offer over Paramount’s “misleading” multiple times.
The Delaware lawsuit was filed in an effort to force Warner Bros. Discovery to financially disclose why it chose Netflix’s offer over Paramount’s. Though Paramount’s current offer of $30 per share is more than Netflix’s offer of $23.25 per share, Netflix’s offer also includes some Netflix shares as well as stake in Discovery Global, the spinoff company from Warner Bros. Discovery. It’s that last part that Paramount’s case hinges on.
Remember, Paramount wants to acquire all of Warner Bros. Discovery, whereas Netflix just wants to acquire the company’s streaming and studio business, a segment that will be spun out and named Warner Bros. In addition to the aforementioned cash and Netflix shares, Netflix’s offer would also allow current Warner Bros. Discovery shareholders to retain control over Discovery Global, the cable assets of the company that will remain after the spinoff happens. The combination of those three elements — cash, Netflix stock and Discovery Global stock — is a major reason why the WBD board dubbed Netflix’s offer as superior.
But in its lawsuit, Paramount argued this was faulty reasoning. Based on market comparisons to Comcast’s recently launched cable spinoff Versant, Paramount estimated that the stand-alone equity value for Discovery Global would be “as little as $0.00 per share due to the business’s large expected debt load.” This is largely due to the continues decline of the cable market.
More to come …
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