Skydance-Paramount Merger Includes Courtroom Battle

New York City’s pension funds this week have subpoenaed Edgar Bronfman Jr. to testify in their Delaware Chancery Court lawsuit to block the $8 billion Skydance-Paramount merger. 

Filed on February 4, 2025, the suit claims Paramount’s Shari Redstone and special committee favored Skydance over a $13.5 billion offer from Project Rise Partners (PRP), breaching fiduciary duties to minority shareholders. Bronfman, who bid $6 billion for Paramount in 2024 before withdrawing, may hold key insights into the process. 

The funds seek to pause the merger, set to close in September 2025, alleging the PRP deal—offering higher share prices, debt relief, and cash—was unfairly dismissed.

Bronfman, Redstone

The lawsuit alleges that Paramount’s controlling shareholder, Shari Redstone, and members of Paramount’s special committee breached their fiduciary duties by favoring the Skydance deal over a purportedly superior $13.5 billion offer from Project Rise Partners (PRP). The pension funds argue that this alternative bid, which includes $19 per share for Class B shares (versus Skydance’s $15), $23 per share for Class A shares, $5 billion in debt restructuring, and $2 billion in additional cash for Paramount’s balance sheet, better serves minority shareholders. They claim the special committee failed to adequately consider PRP’s proposal, prioritizing Redstone’s interests through her holding company, National Amusements, which controls 77% of Paramount’s Class A voting shares.

Edgar Bronfman Jr.’s involvement stems from his earlier high-profile bid for Paramount in August 2024, when he offered $6 billion to acquire National Amusements and a minority stake in Paramount, challenging the Skydance merger during its “go-shop” period. Although Bronfman withdrew his bid on August 26, 2024, clearing the way for Skydance, his re-emergence in this lawsuit suggests the pension funds suspect he may have ties to PRP or possess critical information about the bidding process.

The subpoena seeks Bronfman’s testimony to shed light on the merger negotiations, potentially to bolster the pension funds’ case that Paramount’s board did not fairly evaluate all offers.