Paramount Extends $36B Warner Bros. Discovery Tender to June, Files Proxy Suit

Paramount filed notice Thursday extending its hostile tender offer for Warner Bros. Discovery to June 13, the third deadline shift since David Ellison opened the $36 billion unsolicited bid in March. The Skydance-controlled entity simultaneously filed suit in Delaware Chancery Court seeking to force a special shareholder meeting, naming Warner Bros. Discovery and its board as defendants. The twin filings mark the first litigation in what had been a stalled negotiation since Zaslav rebuffed initial outreach in February.

The tender remains priced at $27.50 per share in cash and stock, a 23% premium to Warner's February close but now roughly 8% below current trading levels after the market priced in competing interest from Apollo Global and a potential Comcast counterbid. Paramount disclosed that 11.2% of Warner shares have been tendered as of Thursday, below the 15% threshold Ellison characterized as "meaningful institutional support" in April investor calls. The filing does not break out which holders tendered, though three funds managing over $80 billion in media assets told *Reuters* they declined participation pending board recommendation.

The proxy fight targets Warner's staggered board structure. Paramount is nominating five directors for immediate election, enough to flip voting control if successful at the annual meeting currently scheduled for September 18. The complaint argues Warner's charter permits shareholders holding 10% or more to call special meetings, a threshold Ellison cleared by accumulating 14.7% through open-market purchases between January and March. Warner has not yet responded in court but issued a statement Thursday afternoon calling the suit "without merit" and reaffirming the board's unanimous rejection of the Ellison offer as "not in the best interest of all shareholders." That language mirrors the defense Warner used in 2014 to repel the failed $80 billion approach from Twenty-First Century Fox.

The structure matters for allocators tracking media consolidation. A successful proxy win would allow Paramount to force a merger vote without needing Zaslav's cooperation, collapsing the typical timeline for hostile M&A in regulated industries. The combined entity would control 28% of U.S. streaming subscribers, 41% of domestic premium cable networks, and legacy film libraries spanning eight decades—creating the second-largest studio by content hours behind only Disney. Antitrust review would extend twelve to sixteen months under current DOJ timelines, but Ellison has already secured $22 billion in committed financing from Goldman Sachs and RedBird Capital, removing the typical break-up risk that kills hostile bids during regulatory delays.

Operators should monitor three developments before the June 13 tender expiration. First, whether Apollo or Comcast formalize competing bids, which both entities have explored but not announced. Second, Delaware Chancery's ruling on the special meeting petition, expected within forty-five days based on standard motion practice. Third, whether Warner moves to amend its charter before the September meeting to raise the special-meeting threshold above 10%, a defensive tactic that requires only board approval under Delaware law but would trigger separate shareholder litigation. Each path changes the math on whether this closes in 2025 or becomes another drawn-out fight like the $85 billion AT&T-Time Warner approval that took twenty-two months.

The tender extension itself is procedural—Paramount cannot let the offer lapse without restarting the regulatory clock—but the lawsuit is not. Ellison is now spending legal fees to fight in two jurisdictions simultaneously, which signals he is not posturing for a negotiated premium but expects to win board seats and force the combination over management objection.