Warner Bros. shareholders are set to vote on $81 billion mega merger with Paramount

Warner Bros. Discovery shareholders are set to vote Thursday on the company’s proposed $81 billion sale to Skydance-owned Paramount, in a mega merger that could vastly reshape Hollywood and the wider media landscape.

Paramount wants to buy all of Warner. That means HBO Max, cult-favorite titles like “Harry Potter” and CNN could soon find themselves under the same roof as Paramount’s CBS, “Top Gun” and the Paramount+ streaming service. And a greenlight from shareholders would bring the acquisition closer to the finish line.
Shareholders are expected to meet at 10 a.m. ET to vote on the deal, which is valued at nearly $111 billion, including debt, based on Warner’s current outstanding shares.

Even if approved, a Paramount-Warner combo would still face ongoing regulatory reviews, including from the U.S. Department of Justice. Warner has said it expects to close the deal sometime in the third fiscal quarter.

Paramount’s quest for Warner has been far from smooth sailing. And while Warner’s board now endorses the Paramount merger, it wasn’t always eager to enter this particular marriage.

Late last year, Warner rebuffed Paramount’s overtures to instead strike a $72 billion studio and streaming deal with Netflix. Paramount, meanwhile, went directly to shareholders with a hostile bid to take over the whole company, including the cable business that Netflix did not want.

All three companies spent months fighting publicly over who had the better offer on the table. Warner’s board repeatedly backed Netflix’s bid. But eventually, Paramount offered more money and Netflix abruptly bowed out of the race rather than prolonging the fight.

That corporate drama may now be over, but the implications remain. Thousands of actors, directors, writers and other industry professionals have voiced “unequivocal opposition” to the deal, in a letter arguing that further consolidation will lead to job losses and fewer choices for filmmakers and movie goers.
Some lawmakers are also sounding the alarm.

“What is at stake is clearly not just a corporate deal, but who controls news, who controls entertainment, who controls storytelling,” Democratic Sen. Cory Booker said in a “spotlight” hearing on the merger held in Washington last week. “It’s about the concentration and consolidation of cultural power.”

The merger would bring together two of Hollywood’s remaining five legacy studios. It would also join two major streaming platforms — Paramount+ and HBO Max — and two big names in America’s TV news landscape — CBS and CNN — as well as a heap of other brands and entertainment networks.

Company executives argue this will be good news for consumers, who they say will have access to bigger content libraries, particularly if HBO Max and Paramount+ become one streaming service. And Paramount CEO David Ellison has tried to assure filmmakers with a 45-day theatrical window guarantee and goal to release 30 movies a year between Paramount and Warner, which he’s said will remain stand-alone operations under a combined company.

“I love cinema and I love film,” Ellison said at CinemaCon last week. “You can count on our complete commitment.”

But the new owner will also be looking to cut costs. Regulatory filings have already indicated that would include layoffs and downsizing some overlapping operations. And critics are skeptical about consumer benefits — warning of higher prices that could arise when it comes to streaming, and potentially less diversity in content down the road.

Then there’s the news. Since coming under Skydance ownership less than a year ago, Paramount-owned CBS has already seen significant editorial shifts, notably with the installation of Free Press founder Bari Weiss as CBS News editor-in-chief. If the Warner takeover goes through, many are expecting similar changes at CNN, which has long attracted ire from President Donald The President.

Other questions of political influence have piled up. The Justice Department and company leadership have maintained politics will not play a role in the regulatory process — but The President himself has publicly waded into Warner’s future at times, despite backpedaling on what he once suggested his personal role would be. The President also has a close relationship with the Ellison family, particularly billionaire Oracle founder Larry Ellison, who is putting billions of dollars on the table to back the bid for his son’s company.

Meanwhile, Paramount has secured money from several sovereign investment funds — including Saudi Arabia’s Public Investment Fund, as well as funds from the United Arab Emirates and Qatar, per regulatory filings. But such investors will not have voting rights in a future Paramount-Warner combo, the filings noted. Paramount has not publicly specified how much they’re contributing.

Other countries, including European regulators, are looking the deal — and states could try to challenge it, too. California Attorney General Rob Bonta has been particularly vocal about the transaction, and said his state is investigating it.

—Wyatte Grantham-Philips, AP Business Writer

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