Paramount Challenges Fairness of Warner Bros. Discovery’s Sale Process

Paramount has raised strong concerns about the fairness of Warner Bros. Discovery’s sale process, arguing that recent reports suggest management is steering the deal toward Netflix. In its letter, Paramount claims the process lacks neutrality and asks that the full WBD board review the issues immediately.

People familiar with the discussions say Netflix’s mostly cash offer is currently being valued most favorably, even though Paramount submitted an all-cash proposal and all bidders increased their offers in the second round. Comcast, meanwhile, is keeping its bid conservative to avoid adding debt.

WBD responded that it has received Paramount’s letter and emphasized that its board is meeting all fiduciary standards. The company has requested third-round bids, with a winner expected as early as next week.

Paramount has been pushing to acquire all of WBD’s businesses since September, though earlier offers — including one at $23.50 per share — were rejected before WBD opened the sale process to other parties. Netflix and Comcast are interested mainly in WBD’s streaming and studio divisions, aligning with WBD’s earlier internal plan to separate its operations.

Paramount’s letter also questions reports about favorable relationships between WBD and Netflix executives and asks whether an independent special committee is overseeing the sale. Paramount insists such a committee is needed to guarantee a credible and unbiased process as the transaction reaches its final stage.