Judge Denies Request to Block Paramount-Skydance Merger, Expedites Shareholder Lawsuit

A judge in Delaware Chancery Court denied a request on Thursday by Paramount Global shareholders to issue a temporary restraining order against the company’s potential merger with Skydance Media but has agreed to expedite the shareholders’ lawsuit so it is completed before FCC review of the merger is completed.

The lawsuit, which was filed by a group of New York City pension funds for firefighters, police officers and teachers, accuses Paramount of breach of fiduciary duty. Plaintiffs claim that a special committee formed by Paramount declined to consider an $8.8 billion all-cash offer from a consortium called Project Rise Partners, and sought the restraining order to allow the group to make their offer.

PRP has offered to acquire Paramount’s Class B shares for $19 per share — more than the $15 per share in the Skydance offer — and Class A shares for $23 per share, the same as the Skydance offer. It also said that its bid offers up to $5 billion in debt restructuring, would add $2 billion to Paramount’s balance sheet and give B shareholders 51% of the company’s equity.

While that restraining order was denied, Chancellor Kathleen McCormick ruled that the plaintiffs and Paramount must “work toward a schedule that allows the court to resolve Plaintiffs’ claims sufficiently” prior to the April 7 end date for the Skydance merger. Lawyers for Paramount have told the judge that, pending FCC’s regulatory approval, the Skydance merger could be approved and completed as early as March 20, though the April 7 end date could be postponed if the regulatory process takes longer than estimated.

McCormick also instructed Paramount, should a closing date on the merger be set, to give plaintiffs at least five business days notice so they can renew their motion for the temporary restraining order if necessary.

The New York pension fund lawsuit is unfolding alongside another one filed by the Employees’ Retirement System of Rhode Island, which was granted a request to access Paramount records related to the Skydance merger to investigate “potential wrongdoing, including whether to seek equitable relief to ensure Shari Redstone and National Amusements do not profit from their wrongdoing.”

Fund manager Mario Gabelli — the second largest Class A shareholder in Paramount behind Redstone — has also filed a lawsuit alleging breach of fiduciary duty, claiming there is “credible basis to believe that NAI, members of the board and possibly senior officers of Paramount may have breached their fiduciary duties to the company as NAI apparently has orchestrated a transaction to benefit itself.”

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