NEW YORK, April 22, 2026, 4:15 PM EDT
Shareholders at Warner Bros. Discovery have until 11:59 p.m. EDT Wednesday to submit their proxies on Paramount Skydance’s $110 billion offer, with any missed votes automatically counting as opposition. Next up: a special meeting set for 10 a.m. Thursday. If investors approve the $31-a-share cash sale—championed by the board and outside advisers—regulatory clearance becomes the final hurdle.
If shareholders give the green light, David Ellison edges nearer to taking command of Warner Bros., HBO Max, and CNN—setting the stage for CBS and CNN to share a single parent company. The proposed tie-up would merge two heavyweight Hollywood studios, two streaming platforms, and a vast archive of film and TV content, as legacy media players scramble for more heft against Netflix.
Caution hasn’t left the market. WBD hovered near $27.30 Wednesday afternoon, still sitting about 12% under Paramount’s offer price—a spread that points to lingering doubts over deal completion. Investors weren’t swayed much, even after both Glass Lewis and ISS urged shareholders to back the merger, though both objected to the executive compensation terms.
Ellison was still pitching the deal to advertisers in New York late Tuesday. He described his vision as “build a leading media and entertainment company that strengthens competition,” positioning the merger as a way to grow, not pull back. TheWrap
Paramount clinched the deal back in February after Netflix decided not to sweeten its own offer. The agreement gives Warner shareholders $31 in cash per share, plus a 25-cent-per-share “ticking fee” if the transaction isn’t finalized by Sept. 30. Reuters
The plan’s heavy on streaming bets. According to Reuters, Paramount+ grabbed only 2% of global streaming app usage in the first quarter. Even if it teams up with HBO Max, the combined service lands in fourth place among streamers. Paramount maintains the merged outfit would reach over 200 million direct-to-consumer users and bundle everything onto a single platform.
Resistance hasn’t let up. By last week, close to 3,500 actors, writers, and other industry insiders had put their names on an anti-merger letter. Cinema United chief Michael O’Leary argued the deal “will be harmful to exhibition, consumers and the entire entertainment ecosystem.” The group draws a line to what happened after Disney’s acquisition of Fox, noting that the number of wide releases from the combined studio plunged—from 26 pre-merger to just 14 last year. Ellison, meanwhile, pledges at least 30 films annually and 45-day theatrical windows if his bid goes through. Reuters
Ross Benes, an analyst at Emarketer, said the letter might “help to galvanize opponents,” though he doubted it would be enough by itself to block the sale. Reuters
Regulation is still the biggest wild card. Subpoenas have gone out from the U.S. Justice Department, demanding details on everything from studio distribution and content licensing to how streaming platforms stack up against movie theaters. California Attorney General Rob Bonta says his team is scrutinizing the deal. Over in the UK, the Competition and Markets Authority wants feedback from the public through April 27 as it works through its pre-notification phase. DOJ antitrust lead Omeed Assefi made it clear—Paramount isn’t getting any political favors.
Money is another sticking point. Paramount puts the combined company’s net debt at roughly $79 billion, and right after the announcement, Fitch dropped Paramount and Paramount Global into junk territory. The firm claims it can squeeze out over $6 billion in synergies — that’s cost-cutting, mostly — but that number has only fueled Hollywood’s anxiety over job cuts.
Thursday’s ballot features an advisory vote on merger-linked compensation—most notably, a potential payout for Chief Executive David Zaslav that could reach $887 million. That measure, however, won’t determine if the sale moves forward. Should investors give the green light to the merger, attention quickly shifts. The question stops being whether Paramount’s price tag is high enough and turns to whether Ellison can convince regulators this is about scaling up to compete with Netflix, rather than just piling on more Hollywood debt.
