Warner Bros shareholders approve Paramount's $81 billion takeover of the Hollywood giant

NEW YORK (AP) — An $81 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.

On Thursday, Warner Bros. Discovery said the overwhelming majority of its stakeholders voted in support of selling Paramount for $31 a share. Including debt, the deal is valued at nearly $111 billion based on Warner's current outstanding shares.

Paramount, which was bought by Skydance just last year, wants all of Warner. That means HBO Max, cult-favorite titles like “Harry Potter” and even CNN could soon find themselves under the same roof with CBS, “Top Gun” and the Paramount+ streaming service.

David Zaslav, CEO 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 “realizing 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 decried further consolidation in an industry already controlled by just a few major players, and are calling for the merger to be blocked — if not from the Trump administration, which so far seems unlikely, perhaps at the state level or through other court fights both in the U.S. and abroad.

Meanwhile, Warner shareholders rejected a separate measure Thursday outlining post-merger payments for company executives.

The takeover fight

Paramount’s quest for Warner has been a bumpy road. And Warner leadership wasn’t always eager to enter this particular marriage.

Late last year, Warner rebuffed Paramount’s overtures to instead strike a $72 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.

That corporate drama may now be over, but implications of a potential Warner sale remain. Thousands of actors, directors, writers and other industry professionals have voiced “unequivocal opposition” to the Paramount 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 Thursday's vote to advance the merger a “serious setback” — 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.

"State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight," Democratic Sen. Elizabeth Warren, a longtime antitrust hawk, wrote on social media Thursday.

What would come under the same roof

The merger would bring together two of Hollywood’s five remaining 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 CEO 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 skeptical about consumer benefits — warning of higher prices that could arise when it comes to streaming, and potentially less diversity in content down the road.

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 backpedaling on what he once suggested his personal role would be.

The Republican president also has a close relationship with the Ellison family, particularly Oracle founder Larry Ellison, who is putting billions of dollars on the table to back the bid for his son’s company. And Thursday evening, Paramount's chief is also reportedly hosting a dinner to honor Trump at the Institute of Peace, which was renamed for Trump last year.

Support for Paramount’s proposed buyout is falling 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 potential Paramount-Warner combo. In contrast, lawmakers from both sides questioned Netflix co-CEO Ted Sarandos and Warner’s chief revenue and strategy officer Bruce Campbell in February, calling on regulators to heavily scrutinize that deal at the time.

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 may try to challenge it too. Labor unions and other entities could also wade in.

Shares of Paramount Skydance fell about 4.5% by Thursday's close, and Warner Bros. Discovery's stock slipped slightly as well.