An $US81 billion ($113.5 billion) Warner-Paramount mega merger has received shareholders' stamp of approval, propelling a deal that could vastly reshape Hollywood and the wider media landscape closer to the finish line.
Per a preliminary vote count on Thursday (early Friday AEST), the overwhelming majority of Warner Bros Discovery shareholders voted in support of selling the entire business to Paramount for $US31 ($43) a share, the company said. Including debt, the deal is valued at nearly $US111 billion ($155.6 billion).
Skydance-owned Paramount wants to buy all of Warner. That means HBO Max, cult-favourite titles like Harry Potter and even CNN could soon find themselves under the same roof with CBS, Top Gun and the Paramount+ streaming service. A green light from company shareholders increases the likelihood of that becoming a reality.
READ MORE: Woman arrested for allegedly swindling money from her billionaire boss
David Zaslav, chief executive of Warner Bros Discovery, said in a statement that stockholder approval marks "another key milestone toward completing this historic transaction". Paramount added that it looks forward to closing in the coming months, and "realising the creation of a next-generation media and entertainment company".
It's not a done deal quite yet. The acquisition still faces ongoing regulatory reviews. Many critics have sounded the alarm on further consolidation in an industry already controlled by just a few major players, and are calling for the merger to get blocked — if not from the Trump administration, which seems unlikely, perhaps at the state level in the US or through other court fights.
Meanwhile, Warner shareholders rejected a separate measure Thursday that outlined post-merger payments for company executives.
The takeover fight
Paramount's quest for Warner has been far from smooth sailing. And Warner leadership wasn't always eager to enter this particular marriage.
Late last year, Warner rebuffed Paramount's overtures to instead strike a $US72 billion ($100.9 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.
READ MORE: Tributes flow for 'larger than life' teen killed in tragic crash
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.
Jane Fonda's Committee for the First Amendment called Warner shareholders' vote to advance the merger a "serious setback" on Thursday — but maintained the fight wasn't over.
"A handful of powerful decision-makers should not be allowed to quietly reshape American media, culture, and creative life without accountability," the advocacy group said in a statement, while pointing to other efforts to challenge consolidation.
Some have called on states, rather than the federal government, to fight the deal. California Attorney-General Rob Bonta has been particularly vocal about the transaction, and said his state is investigating it.
READ MORE: Richard Pusey to sue Victoria Police over deadly Eastern Freeway crash
"State attorneys-general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight," Democratic Senator Elizabeth Warren wrote on social media Thursday.
What would come under the same roof
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 chief executive 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 sceptical 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 one 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 Trump.
Political implications
Other questions of political influence have piled up. The Justice Department and company leadership have maintained that politics will not play a role in the regulatory process — but Trump himself has publicly waded into Warner's future at times, despite backpedalling on what he once suggested his personal role would be. Trump 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.
Support for Paramount's proposed buyout has fallen largely along party lines in Washington. Democratic senators held a "spotlight" hearing on the merger last week, and have been more outspoken about antitrust concerns spanning from a Paramount-Warner combo. In contrast, lawmakers from both sides questioned Netflix co-chief executive Ted Sarandos and Warner's chief revenue and strategy officer Bruce Campbell in February, calling on regulators to heavily scrutinise that deal.
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 at the deal — and again, states could try to challenge it, too.
Shares of Paramount fell nearly 6 per cent on after Thursday's vote, and Warner Bros slipped as well.
NEVER MISS A STORY: Get your breaking news and exclusive stories first by following us across all platforms.
