Warner Bros. Discovery shareholders approve Paramount takeover

CNN

By Brian Stelter, CNN

(CNN) — Warner Bros. Discovery shareholders have cleared the way for CNN, HBO and Warner’s other media brands to join Paramount Skydance later this year.

Shareholders “overwhelmingly” voted in support of the takeover deal, WBD said after a pro forma special meeting took place on Thursday morning.

The vote was anticlimactic, but still a crucial moment in the monthslong struggle for control of WBD, one of the biggest media companies in the world.

Paramount, led by CEO David Ellison, now has to secure regulatory approval in the United States and other countries. But company executives are optimistic that they’ll be able to complete the deal in the third quarter of the year, meaning by the end of September.

“Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals,” Paramount said in a statement.

“We 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,” the company added.

A year ago, WBD stock was trading at about $8 per share. Paramount is offering $31 per share, so the deal has been a no-brainer for many investors.

However, it has been a source of intense controversy in Hollywood and beyond, with some entertainment industry veterans warning against media consolidation and some activists criticizing Paramount’s close ties to President Donald Trump.

Opponents of the deal held a “block the merger” protest outside WBD headquarters on Thursday morning shortly before the vote. They urged Democratic state attorneys general in states like California and New York to challenge the deal on antitrust grounds.

Several state AGs have said they are closely examining the deal, partly out of a belief that the Trump administration’s federal regulators will give Paramount the green light for political reasons.

“The Paramount-Warner Bros. merger isn’t a done deal,” Democratic Sen. Elizabeth Warren wrote on X after the shareholder vote. “State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight.”

“The Late Show with Stephen Colbert,” which is wrapping up its run on CBS next month, announced Warren as a last-minute addition to its guest lineup for Thursday night. Colbert has been critical of Paramount on the air in the past.

European regulatory bodies are also reviewing Paramount-WBD and may demand that Paramount divest some assets in order to secure the necessary approvals.

Paramount executives are confident that they’ll get all the sign-offs relatively swiftly: The WBD deal terms include a so-called “ticking fee” that increases the price per share if the deal isn’t finalized by September 30.

Already, top executives at WBD and Paramount have begun the integration planning process, although the two companies must still operate separately for the time being.

Paramount intends to combine HBO Max and Paramount+ into one streaming platform but will operate the Paramount and Warner Bros. movie studios separately, according to public comments.

Paramount executives have also privately talked about the prospect of combining its CBS News unit with CNN, though any such merger would take time.

While shareholders easily advanced the Paramount deal on Thursday, they did not approve the other measure that was up for a vote. That one focused on compensation packages for outgoing WBD CEO David Zaslav and other executive officers.

The payout to Zaslav could total as much as $886 million, which would be “one of the highest golden parachutes ever observed,” according to the Los Angeles Times.

The compensation package proposal “did not receive sufficient votes and did not pass,” a representative said at the end of the virtual shareholder meeting.

However, the shareholder vote was merely advisory, not binding in nature, which means the WBD board of directors may still move forward with the payouts.

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