Warner Bros. Discovery Shareholders Unanimously Approve Acquisition of Paramount Global in $110 Billion Deal

Warner Bros. Discovery Inc. Shareholders Approve Merger with Paramount Skydance Corp.

Warner Bros. Discovery Inc. shareholders have voted overwhelmingly to approve a merger with Paramount Skydance Corp., despite widespread opposition to the deal in Hollywood. This comes after Paramount agreed to buy Warner Bros. for a staggering $110 billion in February, outbidding Netflix Inc. in a months-long bidding war.

As part of the agreement, stakeholders are set to receive $31 in cash for each share of Warner Bros. common stock that they own once the deal is finalized. However, the merger still faces antitrust review in several jurisdictions, including the US and EU. If the deal has not been completed by September 30, stakeholders will receive 25 cents per share for each quarter until closing as part of a "ticking fee."

Shareholders also voted to reject a pay package for David Zaslav, Chief Executive Officer of Warner Bros. Discovery Inc. Proxy adviser Institutional Shareholder Services Inc. had urged shareholders to reject the compensation package, which accelerates equity awards valued at more than $500 million and includes $335 million in potential tax reimbursements, calling it "one of the highest golden parachute estimates ever observed."

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The merger has sparked concerns among actors, screenwriters, directors, and other members of Hollywood, who are worried about job losses, higher production costs, and fewer options for film and television viewers. Over 4,000 people, including actors Joaquin Phoenix, Glenn Close, and Bryan Cranston, signed an open letter opposing the merger earlier this month.

Bradley Ellison, Paramount's CEO, has emphasized his commitment to increasing film output, noting that he plans to produce at least 30 movies annually following the merger. He also stated that Paramount will release all of its films in theaters and keep them there exclusively for at least 45 days.

The deal has also faced scrutiny from politicians, including Senator Elizabeth Warren, a Democrat from Massachusetts, who said in February that the deal was "an antitrust disaster threatening higher prices and fewer choices for American families." If regulators end up blocking the deal, Paramount will have to pay a $7 billion termination fee. Paramount already paid a $2.8 billion breakup fee to Netflix on behalf of Warner Bros. after the media company walked away from a deal with the streamer.

Comparison of Merger Terms

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