Bob Bakish is facing removal from Paramount CEO position in M&A games led by Shari Redstone.

Bob Bakish is facing removal from Paramount CEO position in M&A games led by Shari Redstone.
Bob Bakish is facing removal from Paramount CEO position in M&A games led by Shari Redstone.
  • Bob Bakish will be removed as CEO of Paramount Global prior to the release of the company's quarterly earnings report, which will be made public after the market closes on Monday.
  • Shari Redstone is now open to a "majority of the minority" vote on a Skydance merger deal that will give common shareholders a say in the company's future.
  • The removal of Bakish, Redstone, and the Paramount Global board is disrupting the current order, potentially paving the way for a deal with opposing shareholders.

On Monday, the company plans to replace CEO Bob Bakish with a group of existing division heads in a strategic move that could drastically change the company's future.

It is expected that Paramount will announce Bakish's departure on Monday, before reporting earnings which will be after the markets close, according to sources.

Paramount Global's decision to remove Bakish as CEO may facilitate a merger agreement with Skydance Media.

A group of significant common shareholders, including Gamco Investors, Ariel Investments, Matrix, and Aspen Sky Trust, have publicly opposed the deal, asserting that it diminishes the value of common shareholders. The Skydance proposal would entail the issuance of billions of new equity, which would dilute the holdings of common shareholders.

Skydance will acquire Redstone's 77% voting shares in the company for $2 billion, marking a significant premium for Redstone, whose economic interest in the company has fallen to less than $1 billion.

Redstone's deal has been criticized by many at Paramount, including Bakish, who believe it is advantageous only for Redstone.

Earlier this month, Gamco chairman and CEO Mario Gabelli told The New York Post that he would prefer no sale.

Majority of the minority

That's where Monday's CEO drama begins.

According to a source, Redstone has decided to allow a "majority of the minority" vote on the Skydance deal, as reported by Bloomberg and The Wall Street Journal on Sunday.

The Skydance talks have taken a significant turn, allowing minority shareholders to have a say in the deal's outcome. This gives denouncers of the deal potential sway, and Paramount Global shares jumped about 5% in premarket trading Monday.

Typically, shareholders like Gabelli would compare an offer to a standalone company's prospects before making any comments.

The departure of Bakish and Redstone from the Paramount Global board has thrown the company into chaos, leaving it without a leader or a clear go-forward strategy. Redstone may be attempting to force common holders to choose a sale by destabilizing the company without one.

The special committee has not yet granted Skydance a two-week extension on exclusivity talks with CNBC reporting that the company is inching toward valuation terms.

"National Amusements requested that Paramount form a special committee to exercise their dependent judgment in considering a potential transaction with Skydance. National Amusements has no role on the committee and respects the committee's process and ultimate decision on whether the Skydance deal presents an attractive transaction for Paramount and whether they want to continue to move forward."

Skydance aims to win over common investors by making its offer more appealing with the majority of the minority vote in place, according to Bloomberg. However, it's uncertain if the company can drastically change the terms to convince common investors to change their stance.

If investors are not interested in a sale of Skydance and do not have a viable non-sale option, a joint bid by private equity firm Apollo Global and Sony could potentially serve as a white knight. The New York Times reported earlier this month that the two parties have had preliminary talks on a deal.

If Apollo and Sony present a formal offer with funding details, shareholders will wait to see if regulators view the acquisition as a risk due to foreign funding. Sony, being a non-U.S.-based company, could trigger concerns related to the Committee on Foreign Investment in the United States, which would likely review the delay.

In the near future, Paramount has a crucial carriage renewal agreement with U.S. cable company Charter Communications. Bakish has been heavily involved in negotiations with Charter. It is uncertain how his departure will impact these negotiations, which will significantly influence the company's future valuation.

Paramount and Skydance inch closer to a merger as key hurdle looms
by Alex Sherman

Business News