Paramount Skydance files proxy with SEC to solicit WBD to oppose Netflix bid

Paramount Skydance (PSKY) “announced it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission to solicit shareholders of Warner Bros. Discovery (WBD) to vote against the amended transaction with Netflix, Inc. (NFLX) and related proposals at the special meeting of WBD stockholders. Paramount has also extended its $30 per share all-cash tender offer to February 20, 2026, reaffirming its commitment to a transaction with WBD at a $108.4 billion enterprise value that is significantly greater and far more certain than the purported $82.7 billion enterprise value of the Netflix transaction. Paramount Contends: In the Netflix transaction, WBD shareholders will receive $27.75 per share in cash, or less if WBD is unsuccessful in putting $17 billion in debt on Discovery Global (assuming the separation occurs as of June 30, 2026). If WBD has to allocate some or all of that debt back to its Streaming and Studios business, that will reduce the per share consideration dollar-for-dollar that WBD shareholders will receive… The Netflix transaction would materially entrench Netflix’s market dominance, giving it an estimated 43% share of global Subscription Video on Demand subscribers and leading to higher prices for consumers, reduced compensation for content creators and talent, and significant harm to American and international theatrical exhibitors.”