Project Rise Partners Backs NYC Pension Fund's Bid to Deter Skydance from Buying Paramount Global

Los Angeles, February 19, 2025 – Project Rise Partners (PRP) has officially announced its support for the stockholder class action brought forth by the New York City Employees Retirement System against the special committee of Paramount Global's board. The lawsuit centers around the proposed acquisition of Paramount by Skydance Media, LLC. The NYC pension fund contends that PRP's offer significantly outweighs Skydance's, offering better terms for shareholders who have invested in the iconic entertainment company.

The case, known as New York City Employees' Retirement System, et al. v. Byrne, et al., is currently pending in the Court of Chancery of the State of Delaware (Case No. 2025-0126-KSJM). It aims to stop the acquisition process, citing PRP's superior financial offer. According to PRP, Paramount's board of directors must adhere to their fiduciary duty and give due consideration to their proposal, irrespective of the pre-existing agreement with Skydance.

Moses Gross, Co-Chairman of PRP and Managing Trustee of the Malka Investment Trust, voiced serious concerns regarding the potential impact of the Skydance deal. He stated, "The New York City pension and retirement systems have it right. Our offer is undeniably better for the average shareholder. Not only will we match Skydance’s offer for Paramount's Class A shares but we are also prepared to purchase Class B shares for $19 each, amounting to $8.74 billion. Additionally, we will reserve up to $5 billion for debt restructuring if necessary."

PRP's proposition presents a roughly 30% premium over Skydance's offer for Paramount's Class B stock, which is the most widely traded stock class. PRP’s price also marks a 70% increase from Paramount's market trading price of $11.30 just before the lawsuit’s filing. This translates into an additional $120 million for Shari Redstone compared to what would be received under Skydance's terms. This increase promises beneficial returns for a wide range of stakeholders, including retail investors and retired educators across the nation.

Daphna Edwards Ziman, Co-Chairman of PRP, emphasized their vision extending beyond financial gains. "It’s not merely about offering a higher price. We envision a revitalized and flourishing Paramount, enhancing its contributions to the entertainment landscape. Our team comprises proficient leaders across television, cinema, news, distribution, and real estate sectors. We aim to not only expand Paramount and CBS franchises like Star Trek but also to pioneer development of a new entertainment hub in Los Angeles called Paramount City. The ultimate goal is to create job opportunities while heralding an exhilarating and informative era of entertainment, transforming Paramount into a cultural ambassador for America," she remarked.

In contrast, the Skydance proposal is regarded as convoluted and detrimental, requiring Paramount to disburse $4.75 billion to acquire Skydance which would leave public shareholders with merely 24% of equities after the deal's completion. In comparison, PRP aims to maintain a 51% stake in Class B public floats, ensuring higher public shareholder returns. Furthermore, while the Skydance deal necessitates raising $6 billion from private investors that would lead to substantial dilution of existing stockholder equity, PRP intends to carry out cash transactions for shares, mitigating such risks.

Mr. Gross concluded with optimism, hoping for the New York City pension and retirement systems to triumph in their legal battle, and that Paramount's Special Committee will consider PRP's advantageous proposal. "We are eager to engage with the Special Committee, presenting a far superior offer for shareholders," he assured.

About Project Rise Partners

Project Rise Partners operates under Rise Beyond LLC, a special purpose entity established primarily for the acquisition of Paramount Global. PRP initiated its acquisition proposal in August 2024 and has since refined its offer, increasing it in January 2025. With confirmed funding sources totaling up to $8.8 billion, PRP is driven by a robust growth strategy across various operational sectors crucial to Paramount’s business.

Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements in line with the Private Securities Litigation Reform Act of 1995, based on current expectations and subject to inherent risks and uncertainties. This includes potential variances in PRP's outcomes, dependent on negotiations, regulatory approvals, and external factors.

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