Paramount disclosed Thursday that it has extended its tender offer deadline for Warner Bros. Discovery shareholders to June 20, buying another 21 days to pressure the board while simultaneously filing suit in Delaware Chancery Court. The Ellison-controlled entity is now fighting on two fronts: wooing shareholders with a $31.50 per share cash-and-stock bid and challenging WBD's adoption of a poison pill that triggered at 4.9% beneficial ownership.
The tender extension marks the second such move since Paramount launched its unsolicited offer in late March. The original May 30 deadline passed with insufficient tenders to clear the 50.1% threshold Ellison set as his walkaway condition. The new filing indicates Paramount has received commitments representing roughly 8.2% of outstanding WBD shares, according to a person familiar with the matter, leaving Ellison far short but unwilling to withdraw. The lawsuit, filed late Wednesday, alleges WBD's board breached fiduciary duties by implementing defensive measures "designed to entrench management rather than maximize shareholder value." Warner Bros. Discovery has not yet filed a response.
This matters because Ellison is attempting the largest vertical integration in media since the 2019 Disney-Fox close, and he is doing it without the target's cooperation. If successful, the combined entity would control $52 billion in enterprise value, own theatrical distribution through Paramount Pictures, streaming scale through Max and Paramount+, and enough content production to rival Netflix's $17 billion annual spend. The proxy fight ensures WBD shareholders will vote on at least three Paramount-nominated directors at the company's August 14 annual meeting, even if the tender offer fails. That secondary path keeps Ellison in the game and forces WBD CEO David Zaslav to negotiate or risk a board shakeup that could oust him.
The Delaware suit is the leverage instrument. Chancery Court tends to scrutinize poison pills adopted in response to a credible offer, and Paramount's complaint argues the 4.9% trigger is "preclusive and coercive" given WBD's dispersed shareholder base. If the court grants a preliminary injunction, Ellison's consortium could acquire a blocking stake and negotiate from strength. The downside is timing: Chancery moves fast, but not fast enough to resolve before the June 20 tender deadline, meaning Ellison is signaling he will extend again if discovery yields favorable facts.
Operators should watch three dates. First, June 20, when the current tender offer expires and Paramount must either extend again or walk. Second, July 9, the earliest likely date for a Chancery preliminary injunction hearing based on typical motion practice. Third, August 14, when WBD's annual meeting will test whether Ellison's proxy slate can win without majority tender participation. The gaps between those dates will determine whether this consolidation happens through negotiation, hostile takeover, or a board-level capitulation that lets Zaslav save face while exiting.
The cleanest read is that Ellison is now spending legal and political capital at a rate that implies he has $4 billion in committed equity and another $18 billion in debt financing locked. He would not litigate in Delaware and run a proxy fight simultaneously unless the capital structure was final.