David Ellison’s Skydance Media has sent a letter to Paramount Global’s independent special committee accusing them of breaching the terms of the two parties’ $8 billion merger agreement by extending the “go-shop” period following a revised $6 billion competing bid from Edgar Bronfman Jr., according to The Wall Street Journal.
The outlet, which obtained the letter, notes Skydance’s lawyers claim that the special committee had to decide if the new bid “is or would reasonably be expected to lead to a superior proposal” before extending the negotiating window. Skydance says it was not, and by not halting negotiations with Bronfman’s team by the original deadline of Wednesday evening at 11:59 p.m. ET, Paramount has “committed an incurable, material breach of the Transaction Agreement,” they argue.
The lawyers said that the committee should request for the return or destruction of all deal-related information from Bronfman and his investor group. They also argue that Bronfman’s financing for the bid is “highly contingent and uncertain.”
“While Skydance is not currently exercising its right to terminate the Transaction Agreement, we reserve the right to do so in the future,” Skydance’s attorneys added in the letter, which was sent Thursday.
Representatives for Paramount Global’s special committee declined to comment. Skydance and Bronfman Jr. did not immediately return TheWrap’s request for comment.
Bronfman raised his bid to $6 billion on Wednesday. The initial bid included $2.4 billion to acquire controlling shareholder Shari Redstone’s National Amusements and $1.5 billion to pay down Paramount’s $14.6 billion in debt. The remaining money would go towards paying the $400 million break-up fee to Skydance.
An individual familiar with the matter confirmed to TheWrap that the new bid includes a $1.7 billion tender offer that would give Paramount’s non-voting shareholders a cash-out option at a premium of $16 per share. The person added that a final offer would likely be submitted to the committee by next Wednesday.
Bronfman Jr. faces an uphill battle against the deep pockets of the Ellison family. But Wall Street has previously opposed the Skydance deal, arguing that it prioritizes Redstone over the rest of the company’s investor base.
Under the terms of the deal with Skydance, which was expected to close in the third quarter of 2025, new Paramount will have an enterprise value of $28 billion, while Skydance is being valued at $4.75 billion.
David Ellison’s father and Oracle cofounder Larry Ellison — who is the fifth-richest man in the world with a net worth of $172.4 billion as of Wednesday — is investing $6 billion into his son’s bid for Paramount, while the remainder is backed by RedBird Capital Partners.
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