Three Paramount Directors to Step Down as Company Discusses Skydance Merger
Dawn Ostroff and Nicole Seligman were on the independent special committee tasked with finding the best deal for all shareholders
Three Paramount Global PARA -6.87%decrease; red down pointing triangle directors are expected to leave the board soon, as the Shari Redstone-controlled entertainment company discusses a merger with Skydance Media.
Dawn Ostroff, a former Spotify executive, Nicole Seligman, an attorney and former president of Sony Entertainment, and Rob Klieger, Redstone’s longtime attorney, are expected to step down from the board in coming weeks, according to people familiar with the situation.
The directors’ expected departures come at a sensitive time for Paramount Global, as the company is in exclusive talks to merge with Skydance. Seligman and Ostroff are on a special committee of independent board directors that is tasked with pursuing the best possible deal for the company, whether that is with Skydance or another suitor.
The planned departures could be disclosed in a Paramount securities filing as soon as this week.
Skydance Media, the production company that has partnered with Paramount on such movies as Tom Cruise’s “Top Gun: Maverick” and “Mission: Impossible—Dead Reckoning Part One,” has agreed in principle to acquire Redstone’s National Amusements, the privately held company that owns almost 80% of the voting shares of Paramount Global, for around $2 billion in cash, The Wall Street Journal reported last week.
In a second step of that proposed deal, Paramount Global—owner of broadcaster CBS, cable brands like Nickelodeon and MTV, and the Paramount film studio—would acquire Skydance in an all-stock deal valued at around $5 billion.
The structure of that proposed deal has faced criticism from some investors, who have voiced concerns in letters to the board that the deal would be good for Redstone but would dilute Paramount’s nonvoting shareholders, people familiar with the situation said.
Skydance Media is a production company run by David Ellison and backed by his father, Oracle co-founder Larry Ellison, as well as investors such as Red Bird Capital Partners, KKR and Chinese tech-investment giant Tencent.
Private-equity firm Apollo Global Management submitted a competing offer to buy Paramount for $26 billion just before the company’s exclusive talks with Skydance began. Paramount directors decided not to engage with the offer because it wasn’t clear that Apollo had financing lined up and the company had not yet done due diligence, the people said.
Any deal is subject to approval by the independent committee of directors at Paramount.
Ostroff, who most recently ran content and advertising at Spotify, is leaving Paramount’s board after a year.
Seligman, who last month joined the board of artificial-intelligence company OpenAI, is departing the board after eight years. She joined the board of Viacom in 2016 before it was merged with CBS, the other wing of the Redstone empire, to form what is now Paramount Global.
Klieger joined the CBS board in 2017 and stayed on following the merger with Viacom.