NEW YORK (AP) — A massive $81 billion merger between Warner and Paramount has won shareholder approval, pushing a deal that could significantly reshape Hollywood and the broader media landscape closer to the finish line.
According to Thursday’s initial vote count, the overwhelming majority of Warner Bros. shareholders voted, the company said. Discovery in favor of selling the entire company to Paramount for $31 per share. The value of the deal, including debt, is approximately $111 billion.
Skydance-owned Paramount wants to buy Warner outright. That means HBO Max, cult titles like “Harry Potter” and even CNN could soon find themselves under one roof with CBS, “Top Gun” and the Paramount+ streaming service. The green light from the company’s shareholders increases the likelihood of this becoming a reality.
Warner Bros. CEO David Zaslav said: Discovery said in a statement that shareholder approval represents “another major milestone toward the completion of this historic transaction.” Paramount added that it looks forward to closing in the coming months and “creating a next-generation media and entertainment company.”
It’s not quite a done deal yet. The acquisition still faces ongoing regulatory reviews. Many critics have sounded the alarm about further mergers in an industry already controlled by a few major players, and are calling for the merger to be blocked — if not by the Trump administration, which seems unlikely, perhaps at the state level in the US or through other court battles.
Meanwhile, Warner shareholders rejected a separate measure on Thursday setting post-merger payouts to company executives.
Takeover battle
Paramount’s pursuit of Warner has been far from smooth sailing. And the Warner leadership was not always eager to enter into this particular marriage.
Late last year, Warner rejected Paramount’s overtures and instead struck a $72 billion studio and streaming deal with Netflix. Meanwhile, Paramount went directly to shareholders in a hostile bid to take over the entire company, including the cable business that Netflix didn’t want. The three companies spent months publicly battling over who had the better offer on the table. Warner’s board has repeatedly backed Netflix’s bid. But eventually, Paramount offered more money and Netflix abruptly dropped out of the race rather than prolong the fight.
This institutional drama may be over now, but its effects remain. Thousands of actors, directors, writers and other industry professionals expressed “unequivocal opposition” to the deal, in a letter in which they argued that further consolidation would lead to job losses and fewer options for filmmakers and moviegoers.
The First Amendment Committee chaired by Jane Fonda called the Warner shareholder vote to advance the merger a “serious setback” on Thursday — but insisted the fight is far from over. “A handful of powerful policymakers should not be allowed to quietly reshape American media, culture and creative life without accountability,” the advocacy group said in a statement, while noting other efforts to challenge the consolidation.
Some have called on states, not the federal government, to fight the deal. California Attorney General Rob Bonta has been particularly vocal about the deal and said his state is investigating it.
“State attorneys general across the country are stepping up their efforts to stop this antitrust debacle. We need to keep this fight going,” Democratic Senator Elizabeth Warren wrote on social media on Thursday.
What will come under the same roof
The merger will combine two of Hollywood’s five remaining studios. It will also join two major streaming platforms – Paramount+ and HBO Max – and two big names in the US TV news landscape – CBS and CNN – as well as a host of other entertainment brands and networks.
Company executives say this will be good news for consumers, who say they will have access to larger content libraries, especially if HBO Max and Paramount+ become one streaming service. Paramount CEO David Ellison has tried to reassure filmmakers with a 45-day theatrical window guarantee and aims to release 30 films a year between Paramount and Warner, which he said would remain stand-alone operations under the combined company.
“I love cinema and I love movies,” Ellison said at CinemaCon last week. “You can count on our full commitment.”
But the new owner will also look to cut costs. Regulatory filings have already indicated that this will include layoffs and downsizing of some overlapping operations. Critics question the consumer benefits – warning of higher prices that may arise when it comes to streaming, and perhaps less diversity in content in the future.
Then there is the news. Since coming under Skydance ownership less than a year ago, Paramount-owned CBS has already undergone major editorial transformations, particularly with the appointment of Free Press founder Barry Weiss as editor-in-chief of CBS News. If the Warner acquisition goes through, many expect similar changes at CNN, which has long drawn the ire of President Donald Trump.
Political implications
Other questions about political influence have accumulated. The Justice Department and company leadership have maintained that politics will play no role in the regulatory process — but Trump himself has publicly waded into Warner’s future at times, though he has backed away from what he once suggested would be his personal role. Trump also has a close relationship with the Ellison family, especially billionaire Oracle founder Larry Ellison, who is putting billions of dollars on the table to support the bid for his son’s company.
Support for the proposed Paramount takeover has fallen largely along partisan lines in Washington. Democratic senators held a “spotlight” hearing on the merger last week, and were more vocal about antitrust concerns extending from Paramount and Warner Group. In contrast, lawmakers on both sides questioned Netflix co-CEO Ted Sarandos and Warner’s chief revenue and strategy officer, Bruce Campbell, in February and called on regulators to closely scrutinize the deal.
Meanwhile, Paramount took money from several sovereign investment funds — including Saudi Arabia’s Public Investment Fund, as well as money from the United Arab Emirates and Qatar, according to regulatory filings. But the filings indicated that these investors would not have voting rights in the future Paramount-Warner group. Paramount has not publicly specified the amount of its contribution.
Other countries, including European regulators, are looking at the deal – and again, countries could try to challenge it too.
Paramount shares fell nearly 6% after Thursday’s vote, and Warner Bros. shares also fell.