Warner Bros. Discovery shareholders voted to approve the company's $110 billion merger with Paramount $PARA Skydance on April 23, advancing the deal toward an expected close later this year.
The $31-per-share offer covers all of Warner Bros. Discovery, encompassing the Warner Bros. film studio, the HBO Max streaming platform, and cable networks including CNN, TNT, and Discovery Channel, according to Warner Bros. Discovery. The offer represents a 147% premium to Warner Bros. Discovery's unaffected stock price of $12.54 per share.
"Today's stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders," Warner Bros. Discovery CEO David Zaslav said in a statement. Paramount said in a statement that 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."
Approval of the merger did not extend to executive pay, however, with shareholders registering their opposition through an advisory, non-binding vote against the compensation packages attached to the transaction, according to Reuters. CEO David Zaslav's exit package could total up to $887 million, Reuters reported. Top proxy advisory firm Institutional Shareholder Services had recommended against approving the golden parachute for Zaslav, according to CNBC. Because the vote is non-binding, the payments will still proceed.
Attention now turns to regulators. According to Reuters, the DOJ issued subpoenas in late March requesting details about the deal's potential effects on areas including movie theater competition, streaming services, studio production levels, and content licensing rights. Regulatory scrutiny is also expected in the U.K.
Should regulators ultimately block the transaction, Paramount is on the hook for a $7 billion breakup penalty, according to CNBC. The company has also taken on responsibility for the $2.8 billion that Warner Bros. Discovery had owed Netflix $NFLX when that earlier acquisition agreement was unwound.
The deal, which both companies' boards approved unanimously, is expected to close in the third quarter of 2026. Warner Bros. Discovery said that if the transaction has not closed by Sept. 30, 2026, shareholders will receive an additional $0.25 per share quarterly fee until closing.
Paramount prevailed over Netflix in a months-long bidding war for Warner Bros. Discovery. Netflix had been under its own agreement to purchase Warner's streaming and studio operations, but the rivalry ended in late February when Paramount's escalated bid of $31 per share proved to be a threshold Netflix was unwilling to cross. Paramount Skydance CEO David Ellison had repeatedly sweetened his company's bid in a hostile effort to acquire all of Warner Bros. Discovery rather than just a portion of its business.