1. GAMCO files class action over unfair merger terms of Paramount. 2. Class A shareholders received only $23/share, while NAI got over $60/share. 3. GAMCO demands more transparency and a vote for minority shareholders. 4. Project Fishbowl aims to rectify shareholder inequities in the merger. 5. GAMCO's focus is on protecting the interests of its advisory clients.
The class action may highlight serious discrepancies in fairness, prompting a re-evaluation of share value. Historically, similar cases have resulted in improved outcomes or settlements for affected shareholders.
The outcome of the litigation could set a precedent and affect GAMCO’s reputation and operational integrity, indirectly impacting GAMI's stock price.
The litigation process may take time, leading to longer-term effects on share prices. Cases like this can influence investor confidence and market perception over months.
On behalf of shareholders of Gabelli Value 25 Fund and its affiliates ("GAMCO"), and the approximately 750 separately managed GAMCO advisory clients who held Paramount Global ("Paramount") Class A shares prior to Paramount's August 7, 2025 merger with Skydance Corporation ("Skydance"), GAMCO today filed a class action in Delaware Chancery Court. The class action seeks damages for the unfair and inequitable merger consideration that National Amusements, Inc. ("NAI") and its affiliates received versus the consideration received by Class A shareholders other than NAI. GAMCO has been pursuing "Project Fishbowl" since Skydance and Paramount announced the transaction last July.
GAMCO initially began Project Fishbowl with a books and records request to Paramount under Delaware's General Corporation law. Paramount produced thousands of documents that did not provide the transparency GAMCO needed to assess the fairness of the transaction to all Class A shareholders. Based on public documents and the disclosures that the Paramount special committee produced confirming that the special committee assigned no value to the non-Paramount assets of NAI, it appears that NAI received in excess of $60/share for its Class A shares while GAMCO and other similarly situated shareholders received a mere $23/share.
Christopher Marangi, Co-CIO Value, GAMCO Investors, Inc. (OTCQX:GAMI), said, "GAMCO has an obligation to pursue this case on behalf of its clients. GAMCO voiced its concerns early in the process and asked at minimum for more transparency regarding what NAI was receiving for their identical Paramount voting shares. GAMCO also requested, as is customary in these types of control transactions, that the merger be put to a vote of the minority shareholders. These concerns were ignored and, lacking the ability to continue holding voting shares in the new Paramount entity, GAMCO was forced to redeem its shares for cash. We now look to the Courts to rectify the situation."
GAMCO looks forward to seeing Project Fishbowl through to conclusion for all Class A shareholders.
GAMCO Investors, Inc., through its subsidiaries, manages assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC) and is known for its Private Market Value with a Catalyst™ style of investment.
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Christopher Marangi
Co-CIO, Value
(914) 921-5219
For further information please visit
www.gabelli.com