Paramount Skydance\u2019s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as nearly 99% of Warner stockholders embraced the $111-billion deal.<\/p>\n
Approval had been expected. Paramount Chairman David Ellison\u2019<\/a>s proposal would pay Warner investors $31 a share \u2014 nearly four times the price of the company\u2019s stock a year ago. After the nine-minute special shareholder meeting, held virtually, Warner Bros. Discovery announced the merger had received support from 99% of the votes cast, representing 70% of the company\u2019s outstanding shares. <\/p>\n More than 1.7 billion shares were voted in favor of the transaction; 16.2 million shares were opposed.<\/p>\n Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction<\/a> in late February after Ellison\u2019s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son\u2019s deal.<\/p>\n Investors, however, expressed disdain for Warner Chief Executive David Zaslav\u2019s proposed golden parachute,<\/a> which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to cover his tax bill, which could approach $330 million, should the merger be completed by year\u2019s end.<\/p>\n Stockholders cast 1.4 billion votes \u2014 82% of the vote \u2014 against Zaslav\u2019s compensation in a symbolic, nonbinding measure. Warner\u2019s board is expected to pay him the money anyway.<\/p>\n The merger would give Paramount, which owns CBS and the Melrose Avenue film studio, valuable assets like HBO, CNN and Warner\u2019s massive film and TV library \u2014 including the Harry Potter and DC Comics franchises \u2014 plus Warner Bros. studios in Burbank.<\/p>\n \u201cWe look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers,\u201d Paramount said Thursday in a statement. <\/p>\n The company now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer. <\/p>\n Paramount\u2019s deal has encountered significant opposition in Hollywood and beyond.<\/p>\n More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams, Jane Fonda and Kristen Stewart have signed an open letter<\/a> asking California Atty. Gen. Rob Bonta and other regulators to block the deal, saying it \u201cwould reduce the number of major U.S. film studios to just four.\u201d<\/p>\n Fonda\u2019s Committee for the First Amendment called Thursday\u2019s vote \u201ca serious setback,\u201d adding \u201cthis fight is far from over.\u201d<\/p>\n Opponents fear the consolidation would lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last seven years since Walt Disney Co. swallowed Fox\u2019s entertainment assets in another huge merger. In addition, the film production economy hasn\u2019t recovered from shutdowns during the 2023 labor strikes.<\/p>\n \u201cThis is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,\u201d Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a news briefing organized by the nonprofit group Free Press and other progressive organizations that oppose the merger. <\/p>\n Combining Warner Bros. and Paramount \u201cwould create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,\u201d Mulroney said. <\/p>\n Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Secretary Pete Hegseth echoed the sentiment after bristling at a question from a CNN journalist during a Pentagon briefing last month on the Iran war. \u201cThe sooner David Ellison takes over that network the better,\u201d Hegseth told reporters. <\/p>\n It\u2019s unclear whether Bonta or other state attorneys general will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation and its potential impact. <\/p>\n \u201cThis deal can get blocked. I personally think it will get blocked \u2014 or undone,\u201d Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior advisor to the American Economic Liberties Project, told reporters Wednesday. Bedoya pointed to other proposed mergers that unraveled due to fierce opposition, including that of grocery giants Kroger and Albertson\u2019s. <\/p>\n David Ellison has been making the rounds with Warner\u2019s business partners to try to alleviate their concerns. He has promised to keep HBO intact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week at a Las Vegas industry conference<\/a> that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.<\/p>\n Paramount has said the company would have the power to \u201cbring stories to audiences at a truly global scale \u2014 while strengthening competition by ensuring multiple scaled players are investing in creative talent.\u201d <\/p>\n To finance the Warner takeover<\/a>, Ellison\u2019s billionaire father, Larry Ellison<\/a>, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.<\/p>\n The Ellisons have looked to the Middle East for support, with sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi agreeing to provide $24 billion for equity stakes in the new company. <\/p>\n U.S. Sen. Cory Booker (D-N.J.) has raised questions about the deal. <\/p>\n \u201cThis mega corporation will be run by a single family riddled with conflicts of interest that have shown a willingness to bend the knee to Donald Trump,\u201d Booker said Thursday.<\/p>\n Paramount is banking on a smooth review in the U.S. The company last fall enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump\u2019s antitrust chief during the president\u2019s first term.<\/p>\n \u201cWashington is likely to rubber stamp the deal,\u201d Forrester research director Mike Proulx said. \u201cThe real regulatory pressure sits overseas, where European authorities will focus on structural market impact.\u201d<\/p>\n \u201cBut even if this likely deal closes, its success ultimately lies with consumers,\u201d Proulx added. \u201cIf consolidation leads to higher prices or less choice, scale quickly becomes a liability, not Paramount\u2019s advantage.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"Paramount Skydance\u2019s proposed takeover of Warner Bros. 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