WILMINGTON, Delaware, March 6 (Reuters) - A Delaware
judge is willing to consider allegations in a class action
lawsuit that Paramount Global's ( PARAA ) $8 billion sale to
Skydance Media should be blocked from closing because it
short-changes public shareholders, according to a Thursday court
filing.
Paramount's controlling shareholder, Shari Redstone, struck a
two-step deal in July to sell her stake in the Hollywood studio
as part of the deal with David Ellison's Skydance,
a streaming-era upstart. The companies are awaiting regulatory
approval for the deal to close.
In January, an investor group known as Project Rise Partners
submitted a proposal valued at $13.5 billion to acquire
Paramount, but that was rejected by a special committee of
Paramount's board.
In response, pension funds for New York City employees that
own Paramount stock filed a class action lawsuit in Delaware's
Court of Chancery alleging that Paramount's special committee
breached its fiduciary duties to the company's public
shareholders by not considering the bid from Project Rise
Partners.
On Thursday, Chancellor Kathaleen McCormick agreed to
expedite the pension funds' lawsuit but declined to issue a
temporary restraining order, or TRO, to block the deal because
it did not appear the deal was about to close.
"Although plaintiffs have demonstrated harm sufficient to
support expedition, there does not seem harm proximate enough to
warrant a TRO," McCormick wrote in her eight-page ruling.
McCormick said the companies must notify the pension funds
"optimally" five business days before closing so the funds can
seek a TRO to block the deal.
Paramount and Skydance did not immediately respond to
requests for comment.
As part of the deal, Skydance had agreed to a 45-day "go
shop" period that allowed Paramount to solicit and evaluate
other offers. That period ended on Aug. 21. If the company
chooses another suitor, it must pay Skydance a $400 million
break-up fee. The board weighed a competing offer from media
veteran Edgar Bronfman Jr., who subsequently withdrew, clearing
the way for Skydance Media to take control of Redstone's media
empire.
The closing of the Skydance deal is subject to approval by
the Federal Communications Commission, and according to
McCormick's ruling Paramount said the earliest the deal can
close is March 20.
The merger has an April 7 end date, although it can be
extended twice by 90 days if FCC approval has not been obtained,
according to McCormick's ruling.