{"id":239154,"date":"2026-03-27T12:30:16","date_gmt":"2026-03-27T12:30:16","guid":{"rendered":"https:\/\/www.newsbeep.com\/us-ca\/239154\/"},"modified":"2026-03-27T12:30:16","modified_gmt":"2026-03-27T12:30:16","slug":"warner-shareholders-to-vote-on-paramount-takeover","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/us-ca\/239154\/","title":{"rendered":"Warner shareholders to vote on Paramount takeover"},"content":{"rendered":"\n

Warner Bros. Discovery shareholders will soon render a verdict on Hollywood\u2019s biggest merger in nearly a decade.<\/p>\n

Warner has set an April 23 special meeting of stockholders to vote on the company\u2019s proposed sale, for $31-a-share, to the Larry Ellison family\u2019s Paramount Skydance. <\/p>\n

The $111-billion deal is expected to reshape the entertainment industry<\/a> by combining two historic film studios, dozens of prominent TV networks, including CBS, HBO, HGTV and Comedy Central, streaming services and two news organizations, CNN and CBS News. The tie-up would give Paramount such beloved characters as Batman, Wile E. Coyote, and Harry Potter, television shows including \u201cHacks,\u201d and \u201cThe Pitt,\u201d and a rich vault of movies that includes \u201cCasablanca,\u201d and \u201cOne Battle After Another.\u201d<\/p>\n

The $31-a-share offer represents a 63% increase over Paramount Chairman David Ellison\u2019s initial $19-a-share proposal for the company in mid-September, and a 147% premium over Warner\u2019s stock\u2019s trading levels prior to news of Ellison\u2019s interest.<\/p>\n

\u201cThis transaction is the culmination of the Board\u2019s robust process to unlock the full value of our world-class portfolio,\u201d Warner Bros. Discovery Chief Executive David Zaslav said Thursday in a statement. \u201cWe are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.\u201d<\/p>\n

Paramount hopes to finalize the takeover by September. It has been working to secure the blessing of government regulators<\/a> in the U.S. and abroad.<\/p>\n

Should those regulatory deliberations stretch beyond September, Paramount will pay shareholders a so-called \u201cticking fee\u201d \u2014 an extra 25 cents a share for every 90-day-period until the deal closes.<\/p>\n

The transaction will leave the combined company with nearly $80-billion in debt, a sum that experts say<\/a> will lead to significant cost cuts. <\/p>\n

\"Paramount <\/p>\n

Paramount Skydance Chairman and CEO David Ellison attends President Trump\u2019s State of the Union address three days before clinching his hard-fought Warner Bros. Discovery deal.<\/p>\n

(Mark Schiefelbein \/ Associated Press)<\/p>\n

For weeks it appeared that Netflix would scoop up Warner Bros. <\/p>\n

Netflix initially won the bidding war in early December with a $27.75 offer for the studios and streaming services, including HBO Max. But Ellison refused to throw in the towel. He and his team continued to lobby shareholders, politicians and Warner board members, insisting their deal for the entire company, including the cable channels, was superior and they had a more certain path to win regulatory approval. <\/p>\n

The Ellison family is close to President Trump<\/a>. This week, Trump named Larry Ellison to a proposed White House council<\/a> on technology issues, including artificial intelligence.<\/p>\n

Warner\u2019s board, under pressure, reopened the bidding in late February to allow Paramount to make its case. Warner board members ultimately concluded that Paramount\u2019s bid topped the one from Netflix and the streamer bowed out.<\/a> Paramount paid a $2.8-billion termination fee to Netflix and signed the merger agreement on Feb. 27. <\/p>\n

Warner\u2019s board is advising its shareholders to approve the Paramount deal. Failure to cast a vote will be the same as a no-vote, according to the company\u2019s proxy.<\/p>\n

Warner\u2019s largest shareholders include the Vanguard Group, BlackRock, Inc. and State Street Corp.<\/p>\n

Zaslav has significant stock and options holdings, worth about $517 million at the deal\u2019s close, according to the proxy. <\/p>\n

The regulatory filing also disclosed that a mysterious bidder had surfaced at the auction\u2019s 11th hour. <\/p>\n

A firm called Nobelis Capital, Pte., reportedly based in Singapore, alerted Warner on Feb. 18 that it was willing to pay $32.50 a share in cash. <\/p>\n

The firm said it had placed $7.5 billion into an escrow account. However, Warner\u2019s bankers \u201ccould not find the purported deposit at J.P. Morgan,\u201d according to the proxy. And there was no evidence that Nobelis had any assets or any \u201cequity or debt financing\u201d lined up, Warner said, adding that it \u201ctook no further action with respect to the Nobelis proposal.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"Warner Bros. Discovery shareholders will soon render a verdict on Hollywood\u2019s biggest merger in nearly a decade. Warner…\n","protected":false},"author":2,"featured_media":198084,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[27],"tags":[1581,29454,1804,6709,92069,48,52,51,47,50,49,9233,61135,107693,97866,56929,7037,4561,48532,53746,68891],"class_list":["post-239154","post","type-post","status-publish","format-standard","has-post-thumbnail","category-los-angeles","tag-board","tag-cbs","tag-company","tag-deal","tag-ellison","tag-la","tag-la-headlines","tag-la-news","tag-los-angeles","tag-los-angeles-headlines","tag-los-angeles-news","tag-netflix","tag-paramount-skydance","tag-paramount-takeover","tag-proxy","tag-shareholder","tag-stock","tag-streaming-service","tag-transaction","tag-warner","tag-warner-shareholder"],"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/posts\/239154","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/comments?post=239154"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/posts\/239154\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/media\/198084"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/media?parent=239154"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/categories?post=239154"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-ca\/wp-json\/wp\/v2\/tags?post=239154"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}