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The bidding for Warner Bros. (WBD.US) enters a critical period. Paramount's Sky Dance (PSKY.US) accelerates antitrust review process.
According to sources, Paramount Global (PSKY.US) is pushing to complete antitrust review by the Department of Justice within the next few weeks regarding its proposed acquisition of Warner Bros. Discovery (WBD.US).
Sources say Paramount has been submitting the relevant information requested by the government. Completing this step will trigger a 10-day waiting period, during which the DOJ will decide whether to challenge Paramount’s proposal on competition grounds.
Early approval from regulators is a key strategic goal for Paramount to thwart Netflix’s (NFLX.US) plans to acquire Warner Bros. Studios and streaming operations. If Paramount can announce that major regulatory hurdles have been cleared, it will then attempt to persuade Warner Bros. shareholders to oppose Netflix’s deal.
Warner Bros. agreed in December to sell its studios and streaming business to Netflix for $82.7 billion, abandoning Paramount’s competing bid. Warner Bros. plans to hold a shareholder vote on the proposal before April. Paramount has been trying to weaken Netflix’s deal by directly appealing to shareholders and lobbying regulators.
The Department of Justice may file a lawsuit to block Netflix’s acquisition, increasing Paramount’s chances of winning Warner Bros. without having to raise its all-cash bid of $30 per share. A Netflix spokesperson said the company believes Paramount will “self-declare” compliance with federal regulations. The spokesperson added, “We remain focused on the value created by Netflix and Warner Bros.”
The DOJ is conducting an in-depth review of both Netflix and Paramount’s bids. People familiar with the matter say key Hollywood stakeholders, including talent agencies, have received requests for information from federal officials.
Approval from the DOJ does not mean Paramount is out of the woods. If Paramount changes key terms like the price or ultimately signs a merger agreement with Warner Bros., its proposal may need to be resubmitted for DOJ review. Warner Bros. shareholders are hoping Paramount will raise its bid.
Paramount and Netflix also face ongoing reviews by the European Union and the UK, as well as investigations by U.S. state attorneys general.
So far, Paramount has refused to increase its $108 billion bid for Warner Bros., claiming its offer is superior to Netflix’s and more likely to gain regulatory approval. Paramount CEO David Ellison argued that a combined entity of Netflix, HBO, and Warner Bros. would make the world’s largest paid streaming company even bigger. Netflix’s deal has faced criticism, including bipartisan opposition at a Senate hearing on February 3.
Warner Bros. and Netflix are confident they will secure regulatory approval for their deals and believe Paramount’s transaction is less favorable for Hollywood. Nonetheless, they acknowledge that DOJ review could continue into later this year.