By Joe Flint and Lauren Thomas
Paramount Skydance plans to launch a proxy fight for board seats at Warner Bros. Discovery, the company said Monday, as it continues pushing its hostile bid for the company.
Paramount also filed a lawsuit seeking to force Warner to release more information about its merger agreement with Netflix. Paramount has long argued its offer, which Warner has repeatedly rebuffed, is superior in value to Netflix's.
"WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer," Paramount said.
A Warner spokesman didn't immediately respond to a request seeking comment.
Paramount is seeking to buy all of Warner including cable networks such as CNN and TNT for $77.9 billion. Netflix is only looking to acquire the company's movie and TV studios and HBO channel and related streaming business for $72 billion after Warner splits itself in two, leaving its cable-TV networks in a separate publicly traded company.
Paramount said it intends to nominate a slate of director candidates ahead of Warner's annual shareholder meeting when the window to do so opens in three weeks. Paramount argued it was necessary to nominate its own candidates who will engage with Paramount's offer, in accordance with their fiduciary duties, if Warner's current board members don't.
Paramount said Warner's deal with Netflix includes a clause that would allow the board to "to negotiate with a competing bidder after receiving either a superior proposal or a proposal that could reasonably be expected to result in a superior proposal."
Paramount also said it will propose an amendment at Warner's annual meeting to Warner's bylaws to require shareholder approval for any separation of Warner's networks business. If Warner calls a special meeting ahead of its annual meeting to hold a vote on its deal with Netflix, Paramount said it will try to stop such an approval process from taking place.
Write to Joe Flint at Joe.Flint@wsj.com and Lauren Thomas at lauren.thomas@wsj.com
(END) Dow Jones Newswires
January 12, 2026 09:58 ET (14:58 GMT)
Copyright (c) 2026 Dow Jones & Company, Inc.
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