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Paramount questions Warner Bros. Discovery on ‘fairness and adequacy’ of sale process: Read the full letter
A bus passes near Warner Bros. Studio on Sept. 12, 2025 in Burbank, California.
Mario Tama | Getty Images
Paramount Skydance is calling foul on how Warner Bros. Discovery has conducted its sale process.
In a letter reviewed by CNBC, Paramount attorneys told Warner Bros. Discovery CEO David Zaslav that Paramount was questioning the “fairness and adequacy” of the process, which officially launched in October. This week, Paramount, Netflix and Comcast submitted second-round bids to acquire some or all of Warner Bros. Discovery’s assets, CNBC previously reported.
“It has become increasingly clear, through media reporting and otherwise, that WBD appears to have abandoned the semblance and reality of a fair transaction process, thereby abdicating its duties to stockholders, and embarked on a myopic process with a predetermined outcome that favors a single bidder,” reads the letter from attorneys at Quinn Emanuel. “We specifically request and expect this letter will be shared and discussed with the full board of directors of WBD.”
In particular, Paramount’s letter calls out reports that WBD’s management appears to favor Netflix’s offer.
Netflix has made an offer of mostly cash, while Paramount’s latest bid was all cash, according to people close to the matter who declined to be named speaking about confidential dealings. All three companies submitted higher bids than their initial offers, the people told CNBC.
As of Thursday morning, Netflix was the leading bidder based on how WBD is valuing the offers, people familiar told CNBC. Comcast executives, for their part, continue to be disciplined in the company’s offer as to not anger shareholders by taking on additional debt and risking its balance sheet, according to people familiar with that company’s thinking. Comcast leadership has previously said that its bar for M&A is generally high.
Warner Bros. Discovery told CNBC it confirmed to Paramount that it had received the letter and would share it with members of the WBD board.
“Please be assured that the WBD Board attends to its fiduciary obligations with the utmost care, and that they have fully and robustly complied with them and will continue to do so,” the company said in its response to Paramount.
WBD requested third-round bids from the potential buyers, due Thursday, sources told CNBC. The company expects to announce a winner as early as next week, sources said.
While first-round bids arrived in mid-November, Paramount has been vying to acquire the entirety of Warner Bros. Discovery — which includes its streaming service HBO Max, film studio Warner Bros. and a portfolio of cable TV networks like TNT and TBS — since September, CNBC previously reported.
Warner Bros. Discovery rebuffed three offers made by Paramount, the last of the those for $23.50 a share, before launching a formal sale process to beckon other buyers, CNBC previously reported.
Netflix and Comcast are interested only in WBD’s streaming and film studio business, CNBC has reported. Prior to the sale process Warner Bros. Discovery had begun the process of splitting its company into two — Warner Bros., the streaming and studio businesses which would be led by Zaslav, and Discovery Global, the cable TV networks division that would be run by current WBD CFO Gunnar Wiedenfels.
Paramount attorneys sent the letter as the company suspects that Zaslav has been biased against a merger with Paramount since the outset, and instead, would rather complete its path toward a separation, some of the people familiar told CNBC. Paramount and its advisors have viewed WBD’s contact with them as more obstructionist rather than constructive, two of the people said.
Before the sale process, Zaslav had been known to tell colleagues that Amazon’s Prime Video or Netflix would likely be interested suitors in Warner Bros. Discovery, or specifically HBO Max and the film studio, the people said. In the letter, Paramount asks the WBD board if reporting that WBD management has “chemistry” with Netflix management is accurate.
Paramount is seeking confirmation, according to the letter, of whether Warner Bros. Discovery appointed an independent special committee of disinterested members of its board to steer the sale process and consider offers.
“If not, we strongly urge you to empower such a special committee comprised of directors with no potential appearance of bias or beholdenness to others whose interests may differ from those of the stockholders,” the letter reads. “This would seem to be an important step at this stage, to ensure the fairness and unimpeachability of the transaction process and to maximize the value of whatever outcome WBD determines to pursue.”
Read the full letter from Paramount to WBD:
Dear Mr. Zaslav: We write on behalf of Paramount Skydance Corporation (“Paramount”, “we” or “us”) to express our serious concerns about the fairness and adequacy of the bidding process for a potential combination with Warner Bros. Discovery (“WBD” or “you”). It has become increasingly clear, through media reporting and otherwise, that WBD appears to have abandoned the semblance and reality of a fair transaction process, thereby abdicating its duties to stockholders, and embarked on a myopic process with a predetermined outcome that favors a single bidder. We specifically request and expect this letter will be shared and discussed with the full board of directors of WBD.
We have recently seen reporting in the U.S. and foreign media that gives serious cause for concern. The German newspaper Handelsblatt recently reported on a meeting that reportedly took place in Brussels between Gerhard Zieler, President of WBD’s International Business and a direct report to WBD’s Chief Executive Officer, who “arrived with a three-person team,” with the E.U. Commission Vice President Hena Virkkunen, to discuss the potential merger prospects for WBD. In that conversation, the article reports that “concerns were raised that the Ellison family’s planned acquisition of Warner Bros. Discovery could lead to excessive media concentration,” and that the E.U. Commission would consider intervening in a potential merger with Paramount for this reason. The article quotes “sources close” to Zeiler as saying “that the talks with the Commission were important because both Warner and the EU wanted to preserve media diversity.” The implications of such a meeting, if it occurred, are clear and evince a tacit resistance to, if not active sabotage of, a Paramount offer.
While this report is concerning in itself, this is not an isolated report regarding purported WBD resistance to a combination with Paramount. Several U.S. media outlets have reported on the enthusiasm by WBD management for a transaction with Netflix, and on statements by management that a transaction between WBD and Netflix would be a “slam dunk,” while also referring to Paramount’s bid in a negative light. Additional reporting since the submission of revised bids on December 1 has indicated that WBD’s “board has really warmed to” a transaction with Netflix due to the “chemistry between” WBD management and Netflix management. We have come to you first to inquire whether this reporting is accurate, and to engage in a productive discussion with you around any actual or perceived issues that it may reflect.
Moreover, these media reports echo similar indications that we have been hearing throughout this process, despite what we viewed as otherwise productive conversations that we have had with WBD leadership. Paramount has a credible basis to believe that the sales process has been tainted by management conflicts, including certain members of management’s potential personal interests in post-transaction roles and compensation as a result of the economic incentives embedded in recent amendments to employment arrangements. These concerns are amplified by indications of director bias and beholdenness to others whose interests may not align with the stockholders’, and the fact that alternatives involving only certain WBD assets are being prioritized notwithstanding their heightened regulatory risk and potential to deprive stockholders of consideration for the entirety of WBD’s enterprise value.
Further, as you know, Paramount agreed to certain standstill arrangements in exchange for the opportunity to participate in a truly competitive and unbiased bidding process. Paramount did not bargain for WBD to foster, whether intentionally or unintentionally, a tilted and unfair process. We believe that all parties to this process should have a shared desire for, and will mutually benefit from, an unimpeachable transaction process. As we assume you agree, even discounting the accuracy of any media reports, just the appearance of a flawed process imperils any potential transaction that might result and may undermine the potential value maximization to WBD stockholders from any prospective transaction.
In light of our grave concerns regarding the integrity of WBD’s process, we seek confirmation as to whether WBD has appointed an independent special committee of disinterested members of its board to consider the potential transaction opportunities and to make a final determination regarding a sale or break-up of all or part of the company. If not, we strongly urge you to empower such a special committee comprised of directors with no potential appearance of bias or beholdenness to others whose interests may differ from those of the stockholders. This would seem to be an important step at this stage, to ensure the fairness and unimpeachability of the transaction process and to maximize the value of whatever outcome WBD determines to pursue. Engaging with WBD throughout this process, we have been encouraged by the enormous potential from a combination of our entities. We remain confident that the Paramount offer would provide the maximum value to WBD stockholders and look forward to the opportunity to continue to engage with you productively in this process. But at this point we must insist on assurances and steps taken to ensure that a truly fair and independent process is being conducted, both for Paramount’s benefit and in the interest of WBD’s stockholders.
Disclosure: Comcast is the parent company of NBCUniversal, which owns CNBC. Versant would become the new parent company of CNBC upon Comcast’s planned spinoff of Versant.
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Budget 2026: FM Nirmala Sitharaman gives a strong push to manufacturing, infrastructure and job creation, while proposing a simpler tax and customs system.
Finance Minister Nirmala Sitharaman presents the Union Budget 2026-27.
Budget 2026 Takeaways: Finance Minister Nirmala Sitharaman on Sunday presented the Union Budget 2026-27, giving a strong push to manufacturing, infrastructure and job creation, proposing a simpler tax and customs regime, and hailing the government’s modernisation drive as a “reforms express”.
The Budget 2026 is anchored around three ‘kartavyas’ — driving growth by enhancing productivity and competitiveness, building people’s capacity, and ensuring inclusive development under the vision of Sabka Saath, Sabka Vikaas.
In her ninth consecutive Budget in Parliament, Sitharaman laid out a multi-pronged strategy to sustain growth amid global uncertainty, including expanding domestic electronics and semiconductor capabilities, de-risking infrastructure projects, skilling India’s youth for emerging technologies, and easing compliance for taxpayers and importers.
Here are the key takeaways from Budget 2026 across manufacturing, infrastructure, skills, AI, taxation and customs duty.
Manufacturing Gets A Boost
Budget 2026 put a special emphasis on the manufacturing landscape in India. The outlay for electronics components manufacturing was raised sharply to Rs 40,000 crore, while new schemes for rare earth magnets, chemical parks, container manufacturing and capital goods seek to reduce import dependency, and strengthen domestic supply chains. Textiles got an integrated, employment-oriented package covering fibres, clusters, skilling and sustainability.
Infrastructure-Led Growth
Infrastructure got a boost with a higher capex allocation and initiatives like a risk guarantee fund to de-risk projects for private developers, new dedicated freight corridors and national waterways, dedicated REITs (real estate investment trusts) for recycling of significant real estate assets of central public sector enterprises (CPSEs), and a seaplane VGF (viability gap funding) scheme.
The Centre’s capital expenditure (capex) target has been increased to Rs 12.2 lakh crore for FY27, up from Rs 11.2 lakh crore earmarked for the current financial year. Moreover, maintaining the fiscal discipline, Sitharaman said the government expects the fiscal deficit to be at 4.3 per cent of the GDP in 2026-27, lower than 4.4 per cent projected for the current financial year.
Tier-II and Tier-III cities were placed at the centre of urban growth via City Economic Regions, backed by reform-linked funding.
“We shall continue to focus on developing infrastructure in cities with over 5 lakh population (Tier II and Tier III), which have expanded to become growth centres,” Sitharaman said in her Budget Speech.
Greater Emphasis On Skilling
The Budget placed renewed emphasis on the services economy as a jobs engine. A high-powered Education-to-Employment and Enterprise Committee will realign skilling with market needs, including the impact of emerging technologies.
Content creation and creative industries get a boost through AVGC labs in schools and colleges, support for animation, gaming and comics, and new institutional capacity for design and hospitality. Tourism-linked skilling, from guides to digital heritage documentation, signals a clear intent to convert culture and content into employment and exports.
“I propose to support the Indian Institute of Creative Technologies, Mumbai in setting up AVGC Content Creator Labs in 15,000 secondary schools and 500 colleges,” FM Sitharaman said. AVGC stands for animation, visual effects, gaming and comics.
AI & Semiconductors Push
Artificial intelligence (AI) was positioned as a cross-sector force multiplier rather than a standalone theme. The Budget provided a push to artificial intelligence (AI) by promoting adoption with governance, agriculture, education and skilling, including proposals for AI-enabled advisory tools for farmers and AI integration in education curricula.
On hardware, the semiconductor strategy expanded decisively under ISM 2.0 (India Semiconductor Mission 2.0), with focus on domestic equipment manufacturing, materials, research centres and workforce development, signalling a long-term commitment to building a resilient chip ecosystem in India.
Taxation, ITR, TDS, TCS
A major structural reform comes with the Income Tax Act, 2025, effective April 1, 2026, containing simpler rules and redesigned forms.
Budget 2026 provided compliance relief for individuals, including extended timelines for revising returns to March 31 from December 31 earlier, staggered ITR due dates, and easier filing of Form 15G/15H through depositories.
Individuals with ITR-1 and ITR-2 returns will continue to file till July 31, and non-audit business cases or trusts are proposed to be allowed time till August 31, according to the Budget Speech 2026-27.
“I propose to extend time available for revising returns from 31st December to up to 31st March with the payment of a nominal fee. I also propose to stagger the timeline for filing of tax returns. Individuals with ITR 1 and ITR 2 returns will continue to file till 31st July and non-audit business cases or trusts are proposed to be allowed time till 31st August,” Sitharaman said.
TDS (Tax deducted at source) rules were clarified for manpower services, while a rule-based system for lower or nil TDS certificates is proposed. TCS rates were cut to 2% for overseas tour packages, education and medical expenses under liberalised remittance scheme (LRS). Litigation is targeted through integrated assessment and penalty orders, lower pre-deposit requirements, and wider immunity provisions.
TDS on the sale of immovable property by a non-resident will be deducted and deposited through resident buyer’s PAN (Permanent Account Number)-based challan instead of requiring TAN (Tax Deduction and Collection Account Number), Sitharaman said.
Customs Duty Tweaks
Customs duty rationalisation continued with a clear focus on domestic manufacturing, energy transition and ease of living. Exemptions have been extended or introduced for capital goods used in lithium-ion batteries, critical minerals processing, nuclear power projects and aircraft manufacturing.
Personal imports will become cheaper with a reduction in duty on goods for personal use from 20% to 10%. Seventeen cancer drugs and additional rare-disease treatments were exempted from customs duty. Process reforms aimed at trust-based, tech-driven clearances, faster cargo movement and lower compliance costs, especially for exporters and MSMEs (micro, small, medium and enterprises).
STT On F&O Hiked
The Budget increased securities transaction tax (STT) on futures trading from 0.02% to 0.05% and on options trading from 0.10% to 0.15%, a move that upset the capital markets with the BSE Sensex crashing more than 2,300 points from the day’s high and the NSE Nifty dropping to 24,571.75.
Securities Transaction Tax (STT) is a direct tax imposed on the buying and selling of securities in India.
Commenting on the Budget, Prime Minister Narendra Modi said, “The Union Budget reflects the aspirations of 140 crore Indians. It strengthens the reform journey and charts a clear roadmap for Viksit Bharat.”
February 01, 2026, 14:43 IST
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Piyush Goyal termed the Budget “economically and fundamentally very strong”, and stated that it “reflects the aspirations of the youth of the country”.
Minister of Commerce and Industry Piyush Goyal. (File photo)
Union Minister Piyush Goyal on Sunday termed Budget 2026 “futuristic and holistic”, and stated that it “reflects the aspirations of the youth of the country and is forward-looking”.
Speaking exclusively to CNN-News18 on Budget 2026, presented by Finance Minister Nirmala Sitharaman, Goyal said, “This is a fabulous budget and it is very futuristic. The Budget 2026 has covered all sectors including technology, infrastructure, etc.”
“The technology sector has been given a thrust. The budget focuses on infrastructure. It is a holistic and forward-looking budget refecting future ready Bharat,” he said, adding, “The budget meets the aspirations of the youth and new India.”
Stating that the Budget is economically and fundamentally very strong, the Union Minister said, “Farmers, animal husbandry and labour-intensive sectors get a major push as this Budget focuses on investment, value addition and jobs.”
#Exclusive | “The Budget is economically and fundamentally very strong,”Preparing India for Viksit Bharat. Farmers, animal husbandry and labour-intensive sectors get a major push as the Budget focuses on investment, value addition and jobs.@Parikshitl in an exclusive… pic.twitter.com/tJr2SItcaW
— News18 (@CNNnews18) February 1, 2026
‘Budget 2026 Is Human-Centric’: PM Modi
Prime Minister Narendra Modi on Sunday said that the Union Budget 2026 is “human-centric and strengthens India’s foundation with path-breaking reforms.” The Prime Minister also described it as historic and a catalyst for accelerating the country’s reform trajectory and long-term growth.
Following the presentation of the Budget in Parliament, PM Modi said the proposals would energise the economy, empower citizens and give India’s youth fresh opportunities to scale new heights.
“This budget brings the dreams of the present to life and strengthens the foundation of India’s bright future. This budget is a strong foundation for our high-flying aspirations of a developed India by 2047,” he said.
Calling the government’s reform agenda a “Reform Express”, the Prime Minister added, “The reform express that India is riding today will gain new energy and new momentum from this budget.”
February 01, 2026, 19:01 IST
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Interest rates are widely expected to remain at 3.75% as Bank of England policymakers prioritise curbing above-target inflation while also monitoring economic growth, according to expert analysis.
The Bank’s Monetary Policy Committee (MPC) is anticipated to leave borrowing costs unchanged when it announces its latest decision on Thursday, marking its first interest rate setting meeting of the year.
This follows a rate cut delivered before Christmas, which was the fourth such reduction.
At the time, Governor Andrew Bailey noted that the UK had “passed the recent peak in inflation and it has continued to fall”, enabling the MPC to ease borrowing costs. However, he cautioned that any further cuts would be a “closer call”.
Since that decision, official data has revealed that inflation unexpectedly rebounded in December, rising for the first time in five months.
The Consumer Prices Index (CPI) inflation rate reached 3.4% for the month, an increase from 3.2% in November, with factors such as tobacco duties and airfares contributing to the upward pressure on prices.
Economists suggest this inflation uptick is likely to reinforce the MPC’s inclination to keep rates steady this month.
Philip Shaw, an analyst for Investec, stated: “The principal reason to hold off from easing again is that at 3.4% in December, inflation remains well above the 2% target.”
He added: “But with the stance of policy less restrictive than previously, there are greater risks that further easing is unwarranted.”
Shaw also highlighted other data points the MPC would consider, including gross domestic product (GDP), which saw a return to growth of 0.3% in November – a potentially encouraging sign for policymakers.
Matt Swannell, chief economic advisor to the EY ITEM Club, affirmed: “Keeping bank rate unchanged at 3.75% at next week’s meeting looks a near-certainty.”
He noted that while some MPC members who favoured a cut in December still have concerns about persistent wage growth and inflation, recent data has not been compelling enough to prompt back-to-back reductions.
Edward Allenby, senior economic advisor at Oxford Economics, forecasts the next rate cut to occur in April.
He explained: “The MPC will continue to face a delicate balancing act between supporting growth and preventing inflation from becoming entrenched, with forthcoming data on pay settlements likely to play a decisive role in shaping the next policy move.”
The Bank’s policymakers have consistently voiced concerns regarding the pace of wage increases in the UK, which can fuel overall inflation.
From Manufacturing To Infra And AI: Capex Boost Flags Off Budget 2026 ‘Reforms Express’
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