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A Delaware judge has refused to fast-track Paramount Skydance Corp.’s lawsuit accusing the board of Warner Bros. Discovery Inc. of misleading investors about Netflix Inc.’s proposed $82.7 billion buyout offer.
Delaware Chancery Court Judge Morgan Zurn ruled that Paramount’s request to accelerate a hearing did not meet the legal standards required for expedited treatment. The company had alleged that Warner Bros.’ directors made inaccurate disclosures regarding the Netflix transaction and sought an urgent court review.
In her order, Zurn said Paramount failed to demonstrate that it would suffer “irreparable harm” from the allegedly inadequate disclosures. As a shareholder rather than a direct participant in the tender process, Paramount could not claim immediate injury from the information provided to investors, the judge noted.
The lawsuit, filed earlier this week, is the latest escalation in a bitter takeover battle between Paramount and Netflix for control of Warner Bros. Paramount has argued that investors deserve clearer and more complete details about the Netflix proposal before any shareholder vote takes place.
Paramount has been pursuing Warner Bros. since October with a series of offers, including its current all-cash bid of $30 per share. Warner Bros., however, has consistently rejected those overtures, backing Netflix’s $27.75 stock-and-cash offer as the superior deal.
“Today’s lawsuit by Paramount Skydance was yet another unserious attempt to distract, and the judge saw right through it,” Warner Bros. said in a statement. The company added that its board remains unanimous in its view that the Netflix transaction is more favorable for shareholders.
Paramount, whose portfolio includes CBS, maintains that its proposal carries fewer risks and lower costs. Chairman David Ellison has said he will continue to challenge the Netflix deal, either at Warner Bros.’ annual meeting or at any special meeting convened to approve the transaction.
Warner Bros. Discovery owns major entertainment assets including HBO and global film franchises such as Batman and Harry Potter. The high-stakes contest between two of the world’s largest media companies has become one of Hollywood’s most closely watched corporate battles.