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Paramount questions Warner Bros. Discovery on ‘fairness and adequacy’ of sale process

Paramount alleges Warner Bros. Discovery favored Netflix with board bias and management conflicts, citing a $5 billion breakup fee and regulatory hurdles in a competitive sale process.

  • On Dec. 3, Paramount Skydance's legal team wrote to Warner Bros. Discovery CEO David Zaslav questioning the fairness and adequacy of the sale process, noting second-round bids were submitted Dec. 1 by Paramount, Netflix and Comcast.
  • Paramount's letter argues that media coverage shows WBD management appears to favor Netflix, citing reports of a Brussels meeting with Gerhard Zeiler and E.U. Commission Vice President Hena Virkkunen raising concerns about the Ellison family's planned acquisition.
  • Paramount's lawyers detail that Paramount alleges management conflicts and personal interests taint the process, agreed to standstill arrangements, and says Warner Bros. Discovery rebuffed three offers, including $23.50 a share.
  • WBD lawyers replied that they have shared the letter with the WBD board of directors and affirmed that the board attends to its fiduciary obligations.
  • Paramount is bidding for the whole company while rivals target parts of WBD, warning that even the appearance of bias could imperil stockholder value.
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OAN broke the news in San Diego, United States on Thursday, December 4, 2025.
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