Judge Rejects Paramount Skydance’s Motion to Expedite Warner Bros. Discovery Trial Seeking Details on Netflix Deal

Paramount Skydance said “time is of the essence” in its lawsuit seeking to force Warner Bros. Discovery to divulge more financial info about its deal with Netflix . But a judge disagreed with that assessment. On Thursday, Delaware Chancery Court judge Morgan T. Zurn dismissed Paramount’s motion to expedite the lawsuit against WBD, which is seeking details on how WBD valued the overall Netflix transaction and the proposed Discovery Global networks spin-off. David Ellison, Paramount Skydance’s CEO and chairman, is waging a hostile takeover bid aimed at persuading Warner Bros. Discovery shareholders that his company’s all-cash $30/share offer for WBD in its entirety is superior to Netflix’s agreement to buy Warner Bros.’s studios and streaming businesses for $27.75/share. In the ruling, Zurn said Paramount had failed to show it would “suffer irreparable harm” by Warner Bros. Discovery’s allegedly deficient disclosures. That’s because, as a shareholder, Paramount cannot be harmed directly by WBD’s purported lack of disclosures since Paramount is not making any decision on its own tender offer, according to the judge. Popular on Variety Variety has reached out to Paramount for comment. Paramount had said in its motion for an expedited trial in the WBD case that, “Full and complete disclosure allows stockholders to leave the sidelines and make fully informed decisions about tendering their shares and exercising their rights.” Warner Bros. Discovery, in a court filing Wednesday opposing Paramount’s motion for an expedited trial, dismissed the move as “an exercise in urgency theatre - ringing a fire alarm in the absence of any flames or even smoke.” WBD noted that Paramount “set its own expiration date” of Jan. 21 for the hostile takeover offer and that Paramount “has the unilateral and unfettered ability to extend that expiration, and it admits that this offer is neither its ‘best and final’ nor even possible of closing any time this year. No other urgency is identified, and none exists.” Also Monday, Paramount said it plans to launch a proxy battle by nominating a slate of directors for election at Warner Bros. Discovery’s 2026 shareholder meeting - who would be willing to “engage on Paramount’s offer and enter into a transaction with Paramount.” Warner Bros. Discovery has called Paramount’s lawsuit “meritless” and said the company “has yet to raise the price” of its offer to acquire WBD in its entirety. Paramount’s Jan. 12 lawsuit, which names Zaslav and WBD’s other board members as defendants, seeks to force the media company to disclose how it is valuing Discovery Global in the context of the value of the overall Netflix transaction, including how much debt WBD will be offloading to Discovery Global. The details Paramount is seeking are crucial for shareholders to evaluate the total value of Netflix’s deal vs. Paramount’s offer, according to Paramount. According to Paramount’s Jan. 8 analysis , the total value of the Netflix transaction to WBD shareholders is $27.42/share, given the decline in Netflix’s share price since that deal was announced. And, according to Paramount’s parsing of the numbers,...

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