Warner Bros. Discovery Calls on Shareholders to Reject Paramount’s Takeover Bid, Accusing the Ellison Family of Misleading the Board

Background

Warner Bros. Discovery (WBD) has publicly urged its shareholders to vote against the hostile acquisition proposal submitted by Paramount Global. The media conglomerate, which has been grappling with a steep debt load and a shifting entertainment landscape, sees the bid as a threat to its strategic independence.

Allegations of Deception

In a strongly worded statement, WBD’s board alleged that the Ellison family—who hold a significant stake in the company—misled both the board and shareholders about the true intent and financial implications of the takeover. The board claims that the Ellisons presented the offer as a “strategic partnership” while secretly aiming to gain control of WBD’s valuable assets.

Details of the Offer

Paramount’s proposal, valued at roughly USD 30 billion, would combine two of the world’s largest content libraries. While the deal promises potential synergies, Warner Bros. Discovery argues that the price is insufficient to address its over $15 billion debt burden and would dilute the interests of existing shareholders.

Warner Bros. Discovery’s Counter‑Strategy

The board outlined a series of defensive measures, including:

• Launching a poison pill to limit the amount of stock any single entity can acquire without board approval.
• Exploring alternative strategic partnerships that could deliver better valuation and preserve corporate autonomy.
• Engaging an independent financial advisor to reassess the company’s capital structure and long‑term growth plan.

Shareholder Reaction

In response to the board’s appeal, major institutional investors have requested additional information before casting their votes. Some have expressed concern over the potential conflict of interest involving the Ellison family, while others are weighing the merits of a combined media powerhouse versus the risks of a leveraged acquisition.

Implications for the Media Industry

If the takeover were to proceed, the merger would create a behemoth with an extensive portfolio of movies, television shows, and streaming platforms, potentially reshaping competition in the global entertainment market. Conversely, a successful defense by Warner Bros. Discovery could signal to other conglomerates that shareholders and boards will not easily concede to hostile bids, especially when concerns of governance and valuation are raised.

Next Steps

The decisive shareholder vote is scheduled for mid‑January 2026. Until then, both companies are expected to intensify their lobbying efforts, and the market will closely monitor any further disclosures regarding the alleged misrepresentation by the Ellison family.