Shari Redstone may have sealed the deal on an $8 billion Paramount Global merger with Skydance Media, but her holding company, National Amusements, may now face a flurry of legal challenges.
A major shareholder of Paramount stock has filed a class action lawsuit over the companys merger with Skydance, the first of whats expected to be several complaints involving the payout to minority investors in the deal.
Billionaire money manager Mario Gabellis Value 25 Fund and its affiliates (GAMCO), in a lawsuit filed under seal on Wednesday in Delaware Chancery Court, alleges National Amusements received unfair and inequitable payouts compared to other investors, who believe that the merger enriched controlling shareholder Shari Redstone at their expense. The filing follows Skydance Media closing its takeover of Paramount on Aug. 7 to form a next-generation media and technology leader, positioned to win in todays rapidly transforming media landscape. In a letter to shareholders, chief executive David Ellison outlined his vision for the company, which included merging Paramount+ and Pluto onto the same tech stack and leveraging new tech to empower creatives. He said that the company will operate in a cost-effective way, though he added that it will face some hard but necessary decisions to align our team for growth and efficiency.
After the announcement of the merger last year, GAMCO, which pushed to put the deal to a vote by minority investors, moved for access to Paramounts books and records. The company produced thousands of documents, though Gabelli said that they didnt provide sufficient transparency to properly assess the fairness of the deal. The court rebuffed his bid to mandate the production of more information.
Based on public documents and disclosures that the Paramount special committee produced, GAMCO alleges that National Amusements received at least $60 per class A share while other class A shareholders received $23 per share.
In a statement, GAMCO co-CIO Christopher Marangi said the firm voiced its concerns early in the merger process and asked for more transparency regarding what National Amusements would receive for its voting shares. These concerns were ignored and, lacking the ability to continue holding voting shares in the new Paramount entity, GAMCO was forced to redeem its shares for cash, it added.
As part of the merger, class A shareholders received $23 per share, while class B shareholders received $15 per share. Among the information Gabelli sought was whether Redstone was slated to receive more money for her class B shares than others. He didnt have an issue with Redstone, who got roughly $1.75 billion for her controlling stake, cashing out her class A shares at a premium.
Before the merger, GAMCO was the largest holder of nonvoting shares. It chose cash over shares in Paramount Skydance Corporation.