Paramount Board’s Special Committee says it is “bound” by the fusion pact with shooting; “There will be no commitment” with rival bidders

A special selection of Paramount Global’s board of directors says it is “bound” by a pending agreement to merge with Skydance Media and will not consider an 11 -hour offer from a rival bidder.

In a statement made to the deadline, a spokesman for the committee arrived last year to evaluate the possibilities and manage a merger, the Investment Group Project Rise Partners said effectively late for the party.

“The Transaction Agreement between Paramount and Skydance Media enabled the special committee to pursue a superior proposal during the now exposed 45-day go-shop period, where representatives of the special committee contacted more than 50 third parties to decide on whether They had an interest in making a proposal to acquire paramount, ”the statement states. “Project Rise Partners did not make a proposal for such a period, nor in the previous seven-month sales process for Paramount. It is unclear what the PRP’s goal is; However, Paramount is bound by its agreement with Skydance Media and there will be no commitment to PRP in violation of such an agreement. ”

The paramount-skydance deal was set in July last year after a month-long saga, with several parties looking at throwing their hat into the ring of the century-old Hollywood carrier. Barry Diller, Sony Pictures Entertainment, Private Equity giant Apollo and a group of investors led by Seagram Heir Edgar Bronfman Jr. were among the volunteers. Skydance was able to take advantage of its long-standing ties with paramount as a co-finance partner. CEO David Ellison, supported by his father, Oracle co-founder Larry Ellison, was also seen as having significant resources and passion to invest in the company’s core film, TV and streaming companies.

After several offers from Skydance, the company and Paramount agreed on a two -step transaction worth approx. 8 billion dollars. The double class structure of the Paramount share made the fine points of the agreement difficult to nail, with a number of stakeholders accusing controlling shareholder Shari Redstone of promoting his own interests at the expense of class B shares. A number of notable Class B shareholders expressed their rejection of previous versions of the deal, though the complaints fell when Skydance sweetened his offer.

Attorneys to Project Rise Partners sent the committee a letter on Friday advising them that the body was obliged to consider his offer, as principals described as superior according to the $ 8 billion shooting agreement. PRP’s offer was “rising,” the letter said to $ 19 per Class B stock compared to $ 15 offered by Skydance, according to a report from Black. (Axios last October last year had reported the PRP that agitated for the treatment of his bid for Deadline.)

Oddly enough, the Friday letter also withdrew a contrast with a skydance with regard to staff. It claimed that PRP (whose backers include Daphna Edwards Ziman, co -chair of TV Network Cinémoi, and real estate financing Exec Moses gross) would add paramount employee despite the widespread cuts that reshape the entertainment industry. (Paramount itself throws 15% of US -based workers in recent months.)

Despite plans to invest significant resources from Ellisons and Minority Partner Redbird Capital to bring together Paramount’s streaming platforms and study operations, job cut at Paramount is expected when Skydance assumes control. Among other things, the company faces significant challenges in managing its significant linear TV assets, and last year he signaled so much to Wall Street as it took a write -down of $ 6 billion about the value of its cable network.

When the Skydance bid was first accepted by the special committee last summer, the agreement decided that a 45-day “go-shop” window would enable the board to explore alternatives. As one SEC archiving Confirmed this month, representatives of Project Rise Partners were in contact with the special committee, but their proposal was not submitted until several days after the GO-Shop period expired.

The idea of ​​a twist at the last minute to the most important fusion melodrama is migraine-inducing for some observers. “It’s just Silliness,” said a person who is familiar with the merger process, about the PRP Saber rattling. The Investor Group’s inquiries come as the agreement falls under fresh control by regulators of the Federal Communications Commission, which has questioned political coverage of Paramount’s CBS News.

FCC President Brendan Carr, who has been appointed to the position of President Trump, has revived complaints about “news distortion” by CBS because of its editing of a 60 minutes Interview with former Vice President Kamala Harris. Trump has also brought a lawsuit in Texas on the Harris segment, which has led to internal discussion on paramount about ways of running a suit to allow the merger to end. Trump’s objections create these potential roadblocks despite the fact that Redstone and Ellison are both long -time supporters of the president, the latter appearing last week at a White House news conference on a big new AI initiative.

Reps for Redstone, Paramount Global and Skydance refused to comment when he was contacted by Deadline.