Paramount Sues WBD Over Netflix Deal, Plans Proxy Fight
The Spin
Narrative A
WBD's board has refused to disclose the math behind its Netflix preference, ignored Paramount's improved terms, and skipped real negotiation — denying shareholders the transparent, risk-adjusted comparison Delaware law requires. Paramount's $30 all-cash offer covers all of WBD, provides clear, immediate value, and avoids the risks of Netflix's multi-step deal. Paramount is right to push for board changes via a proxy fight to give shareholders a real choice and secure a stronger Hollywood through higher competition, content spend and theatrical output.
Narrative B
Paramount's meritless lawsuit and planned board takeover attempt are distractions aimed at undermining a superior deal, not protecting shareholder interests. Paramount's amended $30 all-cash offer remains inferior to the Netflix merger, offering insufficient value, high execution risk and restrictive covenants that could damage operations if the transaction fails. Netflix provides greater certainty, strategic flexibility and shareholder protections, while Paramount’s leveraged bid would impose massive debt and operational constraints, threatening long-term value for WBD shareholders.
Narrative C
Paramount's lawsuit and proxy fight lay bare the real battle in Hollywood — control decides who wins the streaming wars. By exposing WBD’s opaque Netflix deal and pressing for full disclosure, Paramount forces attention on flawed valuations, debt risks, and regulatory hurdles that threaten shareholder value. This isn’t just about one transaction — it’s about securing scale and strategic dominance in an era where only the top players can thrive and profit.
