Warner Bros. Discovery sets shareholder vote as sale to Paramount moves full steam ahead

By Lukas I. Alpert

The only remaining hurdle for the deal involves regulators, but few issues are expected given the close ties between Paramount's owners and the Trump administration

Paramount Skydance CEO David Ellison, shown here after attending President Donald Trump's State of the Union address in February, has close ties with the Trump administration that are considered key to speeding through a deal to acquire Warner Bros. Discovery.

Everything seems to be moving full steam ahead for the sale of Warner Bros. Discovery to Paramount Skydance.

Warner Bros. (WBD) on Thursday set a date for a full shareholder vote to approve the $111 billion deal, with the company's board unanimously recommending that investors back the sale.

"The WBD Board has been guided by the singular principle of securing a transaction that maximizes the value of our iconic assets and delivers as much certainty as possible to our shareholders," Warner Bros. Chair Samuel Di Piazza said in a statement. "This historic transaction with Paramount not only does that, but it will also expand consumer choice and develop new opportunities for creative talent."

The company says that Paramount's (PSKY) offer of $31 a share represents a 147% premium to the $12.54 price where Warner Bros. was trading in September, just before Paramount's interest in making a deal became public.

Warner Bros. said it will hold a special meeting of shareholders on April 23 to vote on the merger. Shareholders of the company as of March 20 will be entitled to vote at the meeting.

Both Warner Bros. and Paramount shares were slightly down in recent morning trading on Thursday. Last week, Paramount shares closed at their lowest point since the 2008 financial crisis.

If the majority of the company's shareholders vote yes - as is widely expected - the only remaining hurdle would be a regulatory one. But analysts and other media observers aren't expecting much trouble there either, given the close ties between Paramount's principal owners - CEO David Ellison and his father, Oracle (ORCL) co-founder Larry Ellison - and the Trump administration.

Last year, the Trump administration signed off on the Ellisons' acquisition of Paramount only after the company paid Trump $16 million to settle a lawsuit he had brought against CBS that most legal observers had viewed as baseless.

Democratic members of Congress and several state attorneys general, most notably in California, have signaled they intend to scrutinize the deal, but without any pushback from the Federal Communications Commission or the Department of Justice, there is a good chance the deal could go through by its expected target date of Sept. 30.

The Ellisons are clearly banking on there being little resistance to the merger, because for every quarter beyond that date that the deal's closing is delayed, the price goes up by 25 cents per share.

Typically, a major media deal of this size and complexity would undergo heavy regulatory review. The Paramount bid is even more complicated given that a significant portion of its backing - over $20 billion - is coming from the sovereign-wealth funds of Saudi Arabia, Qatar and Abu Dhabi.

There have also been reports that China's Tencent Holdings (HK:700) is considering contributing money to the deal. In 2025, the U.S. government banned federal agencies from doing deals with Tencent due to its ties with the Chinese military.

Seven Democratic senators have asked FCC Chair Brendan Carr to look closely at the role of foreign money in the deal, given that the combined companies will control major U.S. news outlets like CNN and CBS.

There are several laws that limit foreign ownership of American media companies, and U.S. authorities have historically taken a dim view of such deals. But Paramount has insisted that its foreign backers will only have passive roles and will not have board seats or any voting interest in the combined company.

-Lukas I. Alpert

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