April 11 (Reuters) - Some Paramount Global

investors are speaking out about a possible merger with Skydance

Media, calling on the U.S. media conglomerate to look at other

options and to treat shareholders equitably if this deal should

be inked.

Skydance, the studio that partnered with Paramount Pictures

on such hits as "Top Gun: Maverick," has been conducting

exclusive talks with Paramount Global ( PARAA ), the entertainment giant

controlled by Shari Redstone.

Not all shareholders are enthusiastic.

One long-term shareholder on Thursday voiced concerns about

investors getting a "raw deal," while another, Ariel

Investments, is pushing for a more thorough review of all

alternatives, arguing shareholders would benefit, according to

the firm's spokesperson.

Paramount did not respond to requests for comment.

Paramount entered into a 30-day exclusive negotiating period

with Skydance, as a special committee of the board evaluates the

possible acquisition of the smaller independent studio in a

stock deal worth $4 billion to $5 billion.

Skydance is negotiating separately to acquire National

Amusements, a company that holds the Redstone family's

controlling interest in Paramount, according to a person

familiar with the deal terms. That transaction is contingent

upon a Skydance-Paramount merger.

Exclusive talks between the two parties began days after

private equity firm Apollo Global Management submitted a $26

billion all-cash offer for Paramount Global ( PARAA ) that was described

by two people familiar with the offer as "extremely

preliminary." Paramount's enterprise value at the end of 2023

was about $22.5 billion.

"Any merger talks that forego competitive bidding in favor

of an exclusive discussion with a single buyer, particularly

where the reported control premium differentiates the financial

position of a single shareholder over all other shareholders, is

averse to the fair market value of a company," Ariel said in a

statement.

At the end of December, Ariel owned a 1.8% stake in

Paramount, making it one of the company's biggest investors.

Deal talks between Skydance and Paramount have advanced to

due diligence, which begins next week, sources said.

For some investors, a possible deal with Skydance raises

other questions, namely how they would be treated compared with

Redstone, whose family controls 77% of Paramount's Class A

voting shares, according to LSEG.

Billionaire investor Mario Gabelli told Reuters he expects

the investors who own the remaining 10 million voting shares to

be treated equally. Gabelli Funds owns 11.76% of Class A voting

shares of Paramount, according to LSEG.

"If Shari sells voting stock and my clients don't get it, I

have no choice but to sue," Gabelli said on Thursday, referring

to any premium paid for the voting shares.

Meanwhile, four independent members of Paramount Global's ( PARAA )

board will step down at the company's annual shareholder meeting

on June 4. Former Spotify ( SPOT ) chief content officer Dawn

Ostroff, former Sony Entertainment President Nicole

Seligman, Redstone attorney Robert Klieger and investment banker

Frederick O. Terrell will leave, as the board shrinks from 11

members to seven.

One source described the departures as planned, as Paramount

streamlines its board to create a smaller, more nimble group.

Other sources said they see the exits as a sign that these

independent directors do not want to be caught in the middle of

a deal that may attract lawsuits if outside investors believe

Redstone benefited from the transaction at the expense of

Paramount shareholders.

None of the exiting board members could be reached for

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