Paramount to nominate directors to Warner Bros board to vote against Netflix deal
Paramount Skydance plans to nominate directors to Warner Bros Discovery’s (WBD) board to vote against the approval of its deal with Netflix, and filed a lawsuit seeking disclosure of financial information related to the $82.7bn (£61.4bn) agreement.In a letter sent to WBD investors on Monday, Paramount said it would nominate directors for election at the company’s annual meeting, which is usually held in June, to try to derail the deal with Netflix, which was agreed in December.To win what is known as a proxy fight, Paramount will have to convince enough WBD investors to cast their votes in favour of its nominees and replace existing, or new, directors proposed by WBD’s board.
Paramount is attempting to secure its own $108,4bn takeover of WBD,Its bid has been backstopped by a personal $40bn guarantee by Larry Ellison, a co-founder of Oracle,Under the Netflix deal, the streaming company is poised to take control of WBD’s prize assets such as Warner Bros, the studio behind franchises including Harry Potter, Superman and Batman, as well as HBO, home to shows including Game of Thrones, The White Lotus and Succession,Paramount also said on Monday that it had filed a lawsuit seeking disclosure of “basic information” – including how WBD has valued the global networks operation, which includes CNN, the Cartoon Network and the Discovery Channel, which Netflix is not buying – so that WBD shareholders can “make an informed decision”.
In the letter, David Ellison, the chief executive of Paramount, said: “We are committed to seeing our tender offer through,We understand, however, that unless the WBD board of directors decides to exercise its right to engage with us under the Netflix merger agreement this will likely come down to your vote at a shareholder meeting,”Paramount said the “slate of directors” it intended to nominate would then engage with the company to assess the merits of its takeover bid,Paramount also said it intended to propose an amendment to WBD’s bylaws to require shareholder approval for the proposed spin-off of the global networks business,“If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix agreement, Paramount will solicit proxies against such approval,” David Ellison said.
“These actions, coupled with our tender offer, ensure that you get the final decision on which offer is better for you,”The Netflix deal offers $23,25 a share in cash as well as stock in the streaming company and equity in the global networks spin-off that Paramount values at zero,“We do not undertake any of these actions lightly,” David Ellison said,“Make no mistake, our goal remains to have constructive discussions with WBD’s board to reach an agreement that is in the best interests of WBD shareholders.
Paramount is committed, my family is committed, and hopefully this helps answer the question of what comes next.”Paramount argues that its $30-a-share cash offer, which includes buying global networks, is a better deal for WBD shareholders.WBD’s board has twice told shareholders to reject the “inadequate” $108.4bn hostile takeover bid.WBD called the bid the “largest LBO [leveraged buyout] in history”, a structure it said posed risks to the offer.
Under the terms of its deal with Netflix, WBD would have to pay a $2,8bn breakup fee if it walked away from the agreement,Paramount Skydance’s revised offer also involved increasing its termination fee to $5,8bn, matching Netflix,However, WBD said if it were to accept the deal with Paramount it would incur $4.
7bn in costs, including the breakup fee to Netflix, additional interest on debt and a $1.5bn fee for failing to complete a debt exchange.
Ex-Fed chairs condemn Trump’s bid to weaken central bank’s independence
Every living former head of the Federal Reserve condemned an “unprecedented” attempt by the Trump administration to weaken the US central bank’s independence, after the Department of Justice opened a criminal investigation into its chair, Jerome Powell.Ex-Fed chairs Alan Greenspan, Ben Bernanke and Janet Yellen warned similar prosecutorial attacks in other countries had led to “highly negative consequences” for the cost of living – and argued they had “no place” in the US.Late on Sunday, it emerged that the justice department had served the Fed with grand jury subpoenas on Friday, threatening a criminal indictment related to Powell’s testimony before the Senate banking committee in June last year, regarding renovations to the Fed’s historic office buildings in Washington DC.In response, Powell argued he had been threatened with criminal charges because the Fed had set interest rates “based on our best assessment of what will serve the public, rather than following the preferences of the president”.The move amounts to a significant escalation in Donald Trump’s extraordinary attack on the Fed’s independence
Trump’s attempts to influence Fed risk 1970s-style inflation and global backlash’
Donald Trump’s attempts to influence the US Federal Reserve could risk plunging America into a period of 1970s-style inflation and trigger a global backlash in financial markets, economists have warned.After the US Department of Justice (DoJ) launched a criminal investigation into Jerome Powell, the current Fed chair, investors said efforts by the White House to pressure the US central bank to cut interest rates would put the world economy at risk.Analysts drew parallels with the 1970s when US inflation soared after the then president, Richard Nixon, pressured the then Fed chair, Arthur Burns, to ease monetary policy to help smooth his 1972 election campaign.Atakan Bakiskan, US economist at Berenberg bank, said: “If the Fed pursues an ultra-accommodative monetary policy despite higher inflation, the result could resemble the 1970s in a worst-case risk scenario.“Moreover, if the Fed acts on politics rather than data, foreign investors could pull back on financing the US debt and seek new safe havens
Malaysia blocks Elon Musk’s Grok AI over fake, sexualised images
Malaysia has become the second country to temporarily block access to Elon Musk’s Grok after a global outcry over the AI tool and its ability to produce fake, sexualised images.Malaysia said it would restrict access to Grok until effective safeguards were implemented, a day after similar action was taken by Indonesia.Several governments and regulators have taken action over Grok’s image tool, which is embedded in the X social media site and has provoked outrage as it allows users to manipulate images of women and children to remove their clothing and put them in sexual positions.The Musk-led company that developed Grok, xAI, said last week the ability to generate and edit images would be “limited to paying subscribers” on X. Such users have provided personal details to the company and can be identified if the function is misused
UK threatens action against X over sexualised AI images of women and children
Elon Musk’s X “is not doing enough to keep its customers safe online”, a minister has said, as the UK government prepares to outline possible action against the platform over the mass production of sexualised images of woman and children.Peter Kyle, the business secretary, said the government would fully support any action taken by Ofcom, the media regulator, against X – including the possibility that the platform could be blocked in the UK.Kyle said Ofcom had received information it had requested from X as part of a fast-tracked investigation into the use of platform’s built-in AI tool, Grok, to generate large numbers of manipulated images of people, often depicting them in minimal clothing or sexualised poses.The technology secretary, Liz Kendall, who said on Friday that she expected action from Ofcom within days, is due to give a statement to the Commons on Monday afternoon.Kyle told Sky News: “Let me be really clear about X: X is not doing enough to keep its customers safe online
Australian Open is drawing record crowds before the tournament has even begun
“Cricket’s in December,” Tennis Australia’s chief executive, Craig Tiley, says with a smile on a record-breaking first day of the Australian Open on Monday. The veteran may be rumoured to be considering a move to the US Tennis Association, but for now he remains focused on his sport’s summer dominance.“Our objective is we want to own January,” he says. At the launch of one of many Melbourne Park sponsor activations, conditions are ripe for Tiley to talk a big game. “We’re intense, and we’re intense because we’re 21 days, every day
‘It’s embarrassing’: riders say time is up for fossil fuel sponsorship of heat-affected Tour Down Under
The first time Maeve Plouffe trained in the heat, she was in Paris in the lead-up to the Olympics. It was supposed to be an easy ride to help get used to the conditions. When she returned, she fainted from heat sickness.“That’s how badly I was affected,” she says. “Racing in extreme heat is like playing chicken with your environment
Hawaii: A Kingdom Crossing Oceans review – a feather-filled thriller full of gods, gourds and ghosts
Three board members and board chair resign from Adelaide festival as Randa Abdel-Fattah sends legal notice
Adelaide festival did not dump Jewish columnist from 2024 program despite request from Randa Abdel-Fattah and others
Eddie Izzard: ‘I once ran 90km in just under 12 hours. That was a tough day’
My cultural awakening: Losing My Religion by REM helped me escape a doomsday cult
From Hamnet to Bridget Christie: your complete entertainment guide to the week ahead