The U.S. Justice Department’s (DOJ) Antitrust Division cleared Paramount Skydance Corporation’s planned $110 billion acquisition of Warner Bros. Discovery on Friday, with department officials determining the transaction did not pose a threat to competition. According to Politico, which first reported the clearance citing two people familiar with the matter, the department approved the merger without requiring any divestitures, behavioral remedies or concessions.
The decision is the most significant regulatory hurdle Paramount has cleared since shareholders signed off on the deal in April. WBD stockholders voted overwhelmingly to approve the merger at a special meeting on April 23, and the DOJ’s clearance Friday removes the biggest remaining federal obstacle between Paramount and the finish line.
“This is terrible news for every American who doesn’t want Trump-aligned billionaires to control what they watch and how much they pay,” Massachusetts Sen. Elizabeth Warren said in a statement Friday. “The Paramount-Warner Bros. deal has reeked of corruption and influence-peddling. This fight isn’t over. State AGs must block this merger.”
The clearance gives Paramount another regulatory green light as it works to ward off a potential challenge from California and other states. California, New York and other states are preparing a lawsuit to block the deal, making state-level opposition the last meaningful front in the battle against the merger.
The deal itself has been months in the making. Paramount reached a definitive agreement with Warner Bros. Discovery (WBD) on Feb. 27 after outmaneuvering Netflix, which had been in its own negotiations to acquire WBD. Under the terms of the agreement, Paramount will pay $31 per share in cash for all outstanding shares of WBD, a transaction unanimously approved by the boards of directors of both companies. Paramount has argued throughout the review process that the combined company would strengthen competitive pressure on Disney and Netflix rather than diminish it.
If and when the deal closes, which both sides are targeting for the third quarter of this year, David Ellison, Chairman and Chief Executive Officer of Paramount Skydance Corporation, will sit atop one of the largest entertainment conglomerates ever assembled. The Paramount side of the ledger includes CBS, Paramount Pictures, MTV, Nickelodeon and the Paramount+ streaming service. Warner Bros. Discovery brings the Warner Bros. film studio, HBO, Max, CNN, TBS, TNT, Discovery Channel, HGTV and Food Network.
It also brings DC Comics.
The publisher behind Superman, Batman and Wonder Woman has been a subsidiary of Warner Bros. since 1969 and has remained within the Warner Bros. corporate family through every reorganization since, including the 2022 formation of Warner Bros. Discovery. Under the Paramount deal, DC would continue operating inside the Warner Bros. studio division, with Ellison at the top of the ownership chain. The combined company’s intellectual property portfolio would span franchises including “Game of Thrones,” “Mission: Impossible,” “Harry Potter,” “Top Gun” and the DC Universe.
The DOJ’s blessing comes as Paramount is already facing criticism over what the merger has meant for its journalism. Last year, “60 Minutes” executive producer Bill Owens resigned from CBS after nearly four decades at the network, citing a loss of editorial independence. Correspondent Scott Pelley addressed the departure on air, telling viewers that as Paramount worked to secure merger approval, “Paramount began to supervise our content in new ways. None of our stories has been blocked, but Bill felt he lost the independence that honest journalism requires.”
Owens’ exit came as Paramount was also working to settle a $20 billion lawsuit filed by President Trump over the network’s October 2024 interview with then-Vice President Kamala Harris, a suit executives viewed as an obstacle to securing regulatory approval for the Skydance merger. Critics argued the sequence of events told a clear story about what corporate consolidation does to newsrooms, a concern that has only grown louder as Paramount now moves to absorb one of the largest media companies in the world
A ticking clock remains in the background. If the merger has not closed by Sept. 30, Paramount must begin paying WBD shareholders an additional $0.25 per share each quarter. Either party can walk away if the deal is not finalized by March 2027.
Friday’s DOJ clearance makes that walk-away scenario considerably less likely.
This is a developing story.
