Have you ever watched two giant companies circle each other like heavyweight fighters, only for someone in the corner to suddenly yell that the ref is biased? That’s exactly what just happened in one of the biggest media deals on the table right now.
Late yesterday, the team behind the new Paramount entity sent a blistering letter to the top executive at Warner Bros Discovery. The message was crystal clear: they believe the entire sale process has been tilted from the start, and they’re not going to sit quietly while it happens.
A Sale Process Under Fire
For months, rumors have swirled that Warner Bros Discovery has been exploring strategic options. Those whispers turned into a formal process in October. Three serious players stepped up with second-round bids this week: the newly merged Paramount group, Netflix, and Comcast. Yet according to the letter, one bidder appears to have been the favorite all along.
The document pulls no punches. It claims the process has abandoned “the semblance and reality of a fair transaction” and instead become “myopic” with a “predetermined outcome.” In plain English? They think management has already picked its winner and is steering everything toward that finish line, shareholders be damned.
Three Offers, One Preferred Dance Partner
Here’s the backstory most people outside the room don’t know. Before any formal process even began, Paramount made not one, not two, but three separate offers to buy the entire company. The last of those came in at $23.50 per share — a number that would have given shareholders a substantial premium at the time.
Every single one was turned away.
Only after those rejections did Warner Bros Discovery open the doors to other suitors. And almost immediately, reports began surfacing that leadership seemed far more enthusiastic about a different kind of deal — one that would involve primarily the streaming and studio assets finding a new home with a cash-rich tech giant.
The “Chemistry” Problem
One phrase from recent coverage appears repeatedly in the letter: chemistry. Multiple reports apparently suggested the board had “really warmed to” a particular bidder because management teams simply get along better.
Look, personal rapport matters in business — I’ve been in enough deal rooms to know that. But when you’re a public company director, your legal duty isn’t to pick the bidder you’d most like to grab a beer with. It’s to maximize value for the owners — the shareholders.
“We have come to you first to inquire whether this reporting is accurate, and to engage in a productive discussion with you around any actual or perceived issues that it may reflect.”
That’s the polite way of saying: are these stories true, and if so, what the hell are you doing?
A Quiet Trip to Brussels Raises Eyebrows
Perhaps the most explosive allegation involves a meeting in Europe. According to overseas reporting, a senior international executive flew to Brussels with a small team to meet a high-ranking EU official. The topic? Apparently expressing concern that a full takeover by one bidder could harm media diversity — the exact argument regulators would use to block such a deal.
If a company shopping itself is quietly lobbying regulators against one of the suitors offering to buy the entire company, that’s the kind of behavior that makes shareholder lawyers salivate.
The Missing Special Committee
In situations where management might have conflicts — think new employment contracts, future roles, or simply a preference for one outcome over another — best practice is crystal clear. You form an independent special committee of directors with no skin in the post-deal game.
The letter asks point-blank whether such a committee exists. As of the latest public information, there’s been no announcement of one. That silence is deafening.
- Has an independent committee been formed?
- If not, why not?
- And if the answer is still no, will the board create one immediately?
Those are the questions hanging in the air right now.
Different Bids, Different Visions
To understand why feelings are running so hot, you have to grasp what each party actually wants.
One side has consistently bid for the whole company — studios, streaming platform, cable networks, sports rights, everything. The argument is simple: shareholders deserve to monetize the full enterprise value in one clean transaction.
The other interested parties appear focused only on the crown jewels — the film studio and streaming service. That would leave the remaining cable networks either spun out or sold separately, a path leadership had already begun laying groundwork for before any formal process began.
In my experience, when management has spent months preparing Plan A and then shareholders push Plan B, human nature doesn’t always bend gracefully.
What Happens Next?
The company’s response so far has been measured. They confirmed receipt of the letter, promised to share it with the full board, and stated that directors take their fiduciary duties “with the utmost care.”
That’s corporate-speak for “we hear you, but we’re not changing anything yet.”
Behind the scenes, though, the pressure just ratcheted up several notches. Activist investors, arbitrage funds, and class-action law firms all read the same public letter. If the board doesn’t address the concerns quickly and visibly, the next letters won’t be private.
They’ll be filed in Delaware court.
Why This Matters Beyond One Deal
Media mergers have always been messy, but this episode feels like a watershed moment. We’re watching in real time as traditional entertainment companies fight for survival against tech giants with bottomless pockets.
When the process itself becomes the story — when one bidder feels compelled to go public with accusations of unfairness — trust erodes. Future deals become harder. Regulators pay closer attention. And shareholders in every strategic review start asking tougher questions earlier.
Maybe that’s healthy. Maybe a little public sunlight is exactly what these processes have needed for years.
Either way, popcorn sales are doing just fine this week.
At the end of the day, the board has a binary choice ahead: prove the process is truly open and independent, or watch this drama spill into months of litigation and reputational damage. Given everything now on the table, I know which path I’d choose if those shares were in my name.
But that, as always, is up to the people in the room where it happens.
