Warner Bros. Discovery shareholders voted on Thursday to approve Paramount Skydance’s $31 per share acquisition offer, marking a significant milestone in what is described as the largest media merger in years [1][2][3]. The deal, valued at approximately $110-111 billion depending on the source, will unite two major Hollywood studios and a portfolio of cable networks including CNN, TBS, TNT, and streaming service HBO Max under the leadership of Paramount CEO David Ellison [1][2][3]. The boards of both companies unanimously endorsed the transaction, and proxy advisory firm Institutional Shareholder Services recommended shareholders accept the deal, citing a competitive sales process and a meaningful premium to the unaffected share price [2][3].
Paramount’s revised offer of $31 per share increased Warner Bros. Discovery’s valuation to $111 billion, and includes a $7 billion breakup fee if the merger fails regulatory approval, as well as a $2.8 billion termination fee to Netflix, which had previously bid $83 billion for Warner Bros. Discovery’s studio and streaming assets before withdrawing in favor of Paramount’s superior offer [1][3]. Larry Ellison, through the Ellison Trust, has committed $45.7 billion in equity backing, while Bank of America Merrill Lynch, Citi, and Apollo are providing $57.5 billion in debt commitments [1].
Despite shareholder approval, the merger faces significant regulatory hurdles. The deal must be cleared by antitrust regulators at the Department of Justice and may face a legal challenge from California Attorney General Rob Bonta, whose office is investigating the transaction [2]. There is also growing opposition from Democratic lawmakers, including Sen. Elizabeth Warren and Sen. Cory Booker, and more than 4,000 members of Hollywood’s creative community who have signed an open letter warning that the merger would further consolidate the media landscape and reduce competition [2]. Paramount Skydance has rebutted these concerns, stating the merger will strengthen consumer choice and competition, and CEO David Ellison has pledged to keep movies in theaters for at least 45 days and release 30 films a year between the two studios, with Warner Bros. Pictures remaining a standalone operation [2].
Shareholders also voted to reject a golden parachute for WBD CEO David Zaslav, following advice from proxy advisory firm ISS [3]. Both companies expect the transaction to close in the third quarter, pending regulatory approval and customary closing conditions [1][3].
CONCLUSION
Warner Bros. Discovery shareholders have approved Paramount Skydance’s $31 per share acquisition offer, advancing a historic merger that will reshape the media landscape. While the deal offers a premium and promises expanded creative opportunities, it faces regulatory scrutiny and vocal opposition from lawmakers and industry professionals. The transaction is expected to close in the third quarter, contingent on regulatory clearance.