Project Rise Partners Supports the Effort by the New York City Pension Fund to Stop Skydance's Acquisition of Paramount Global and Reiterates That Its Offer Is Much Better for Shareholders

LOS ANGELES, Feb. 19, 2025 /PRNewswire/ -- "Project Rise Partners," known as  PRP, today announces its support of the New York City Employees Retirement System's stockholder class action lawsuit against the members of the special committee of the board of Paramount Global.

The case is New York City Employees' Retirement System, et al. v. Byrne, et al., Case No. 2025-0126-KSJM, Court of Chancery of the State of Delaware (the "NYC Pensions Litigation"), brought by various New York City pension and retirement systems. It seeks to enjoin the acquisition of Paramount by Skydance Media, LLC in light of the superior offer put forward by PRP and asserts that Paramount's board has a fiduciary duty to consider PRP's offer notwithstanding the existing agreement with Skydance.

"The New York City pension and retirement systems have it right," says Moses Gross, Co-Chairman of PRP and Managing Trustee of the Malka Investment Trust. "PRP's offer is far better for the average shareholder. We'll match Skydance on Paramount's Class A Stock but we'll pay $19 per share for Paramount's Class B Stock ($8.74 billion), while reserving up to an additional $5 billion for debt restructuring if needed."

PRP's offer for Paramount Class B stockholders – the most commonly traded shares – is roughly 30% higher than Skydance's and 70% higher than the current trading price, which was $11.30 as of market close on February 14, 2025. This means more money for everyone, from institutional and retail investors to retired teachers and first responders across the nation. The higher price would also mean roughly $120 million more for Shari Redstone than under Skydance's deal.

Daphna Edwards Ziman, Co-Chairman of PRP states that "It's not just that we want to pay more. PRP is better for Paramount and all those who love entertainment. We have assembled a world-class, experienced team of leaders in TV, movies, news, distribution, and real estate. We want to grow Paramount and CBS and Star Trek, to build a new entertainment center in Los Angeles called Paramount City, and to create jobs. We want to usher in a new era of entertainment – excitement, laughter, and learning – and to make Paramount a global ambassador for the United States."

The Skydance deal is inferior and overly complicated. It requires Paramount to spend $4.75 billion to purchase Skydance and leaves only 24% for public stockholders post-deal, whereas PRP will leave in place a majority in the Class B public float (51%). The Skydance deal would raise $6 billion from private investors who are requiring the issuance of enough new equity securities to noticeably shrink the proportional ownership of all other Paramount Class B stockholders, whereas PRP would pay only cash for shares.

"We hope that the New York City pension and retirement systems succeed in their lawsuit, and that the Special Committee of Paramount considers our offer, a far superior offer," concluded Mr. Gross. "We are ready to meet with the Special Committee today."

About Project Rise Partners

Project Rise Partners is Rise Beyond LLC, a special purpose entity formed for the purpose of acquiring Paramount Global, and its members. PRP presented an offer to acquire Paramount Global in August 2024 and increased its offer in January 2025. PRP has funding commitments in place for up to $8.8 billion cash as consideration for the acquisition of Paramount Global. PRP has a comprehensive growth strategy to be implemented by experienced leaders across content, real estate, technology, and other areas central to Paramount's business.

Cautionary Note Regarding Forward Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, and on information available as of the date hereof to Rise Beyond LLC, a special purpose entity formed for the purpose of acquiring Paramount Global ("Paramount"), which together with its members is referred to as "Project Rise Partners" or "PRP." There is no guaranty that PRP will acquire Paramount, and if it does, whether PRP's plan will play out as expected. Whether before or after any acquisition by PRP, Paramount's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its most recent Annual Report on Form 10-K filed with the SEC, subsequent Quarterly Reports on Form 10-Q, and other filings available at SEC.gov. Results could differ material from expectation for unforeseen reasons or for reasons that may become foreseeable at a later time but are not foreseeable now. Any acquisition by PRP of Paramount would be subject to negotiation, regulatory constraints, tax considerations, and other factors, some of which may be outside of PRP's and Paramount's control, and any of which could cause actual results to differ materially from those described in this press release.

Forward-looking statements include statements regarding PRP's or Paramount's expectations, beliefs, plans, intentions or strategies regarding the future, and can be identified by forward-looking words, including, but not limited to, "anticipate," "believe," "could," "continue," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. Forward-looking statements include, without limitation, statements regarding future financial or operating results, PRP's or Paramount's plans, objectives, expectations and intentions, and other statements that are not historical facts. PRP expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein in this presentation to reflect any change in PRP's or Paramount's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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SOURCE Project Rise Partners