Paramount Global's board of directors is set to vote Tuesday on David Ellison's proposal to acquire the troubled media company amid divisions among board members that have raised the level of drama in an already sale process. tumultuous.
Two sources familiar with the sales process confirmed that lead independent director Charles Phillips has long opposed the transaction for Ellison's production company, Skydance Media, to take over and is expected to vote against the proposed deal. .
Majority shareholder Shari Redstone did not participate in Tuesday's meeting. Instead, the five independent directors were brought together, whose task is to look after the financial interests of all Paramount shareholders.
Redstone has long favored the deal with Ellison, believing it was the best viable option to preserve the media company his family has controlled for more than 35 years. Any deal requires the approval of the Redstone family because it controls 77% of the voting shares of the company that owns Paramount Pictures, CBS, BET, MTV and Comedy Central.
The board meeting is scheduled for 11:30 a.m. Pacific time, one of the people familiar with the matter said.
More than a week ago, Paramount Global's independent directors expressed their approval of Ellison's offer after a nearly six-month review process that exposed deep divisions within the media company. Phillips, a former executive at Oracle, the company David Ellison's father, Larry Ellison, co-founded, has long been “an antagonist” of the deal, one of the people familiar with the matter said.
Earlier this month, four board members left the board leaving only six board members, including Redstone. Tensions over the deal have plagued the board all year. In April, Paramount CEO Bob Bakish was ousted. He also opposed Ellison's deal.
Corporate governance experts said the transaction will spark shareholder lawsuits because of the Redstones' enormous influence in the company.
Ellison has been pursuing Paramount since last summer. By Monday, after a weekend of negotiations, lawyers for the two sides (Skydance and the Redstone family) had reached an agreement on several important outstanding issues, but were still grappling with the remaining points of the agreement, according to three people knowledgeable people who were not authorized to comment given the sensitive nature of the conversations.
Puck's Matt Belloni was the first to report on the meeting and Phillips' opposition.
