Paramount remains committed to completing its proposed acquisition of Warner Bros. Discovery by the end of September, despite a recent lawsuit filed by a coalition of state attorneys general led by California’s Rob Bonta. The lawsuit aims to block the $110 billion deal on antitrust grounds, raising concerns that the merger could reduce competition in the film and pay TV sectors. Paramount’s lead trial counsel, Jeffrey Kessler, defended the transaction as "pro-competitive" in an interview with CNBC and noted the company’s readiness to escalate the matter to the Supreme Court if legal obstacles delay the closing.
The merger must still pass regulatory approval from the European Union, which has set a provisional decision deadline of July 22. Paramount has submitted concessions to the EU in an effort to address antitrust concerns raised by regulators. The deal has already secured clearance from the U.S. Department of Justice’s Antitrust Division and other jurisdictions worldwide. Kessler suggested that if an orderly schedule for legal review were arranged, closing by early September would be feasible, but the state attorneys general rejected requests to delay litigation proceedings.
If the states succeed in obtaining a temporary restraining order, it could pause the merger for 14 days and potentially lead to further injunctions that would stall the transaction during ongoing court battles. Kessler emphasized that Paramount disputes the antitrust claims, asserting the merger is beneficial for the entertainment industry, which faces challenges from the decline of pay TV and fierce streaming competition. The combined entity, he said, aims to compete effectively with leaders like Netflix, Disney, and Amazon Prime, which could positively influence the film industry and theatrical releases.
Paramount has also offered to commit formally to producing 30 movies annually after the merger, addressing some of the state attorneys general’s concerns about content output and market impact. Kessler reiterated that the company is open to negotiation if legitimate issues are raised but maintained that the deal would foster competition and improve content quality for audiences. Meanwhile, the cost of delay is substantial—Paramount has agreed to a "ticking fee" of approximately $650 million per quarter if the deal closes after September 30, underscoring the urgency to complete the merger swiftly.
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