Paramount said to today that competition authorities in Australia and New Zealand, as well as Saudi Arabia, Ukraine, Serbia and North Macedonia have approved its pending merger with Warner Bros. Discovery.
Foreign direct investment authorities in Germany, Slovenia, Belgium, Czechia, New Zealand, Italy, France and Romania are also on board, the David Ellison-run company said in an SEC filing.
The deal is still awaiting key greenlights from the U.S. Department of Justice, the EU and the U.K., where regulators said on Tuesday they are opening a Phase 1 inquiry into the combination. The Competition and Markets Authority (CMA) set an August 7 deadline to determine if there is a “realistic prospect of a substantial lessening of competition.” If it finds the threshold is met, the watchdog will move to a Phase 2 investigation.
The EU’s Phase 1 inquiry runs through July 7, when it will also decide whether or not to move into Phase 2.
Paramount announced plans to acquire Warner Bros. Discovery in late February for $31 a share in cash, valuing the company at $110 billion (enterprise value, which includes debt) and $81 billion (equity value). It has said it expects to close the deal in the third quarter.
In the event the transaction has not closed by September 30, the agreement calls for WBD shareholders to receive a $0.25 per share so-called “ticking fee” for each quarter (measured daily) until closing. It was a sweetener to entice WBD’s board to agree to the deal.
Paramount, in the filing, cited the Australian Competition and Consumer Commission’s conclusion that the deal “is unlikely to have the effect of substantially lessening competition in relation to the wholesale supply of films for theatrical release in Australia.” While “the Acquisition would remove competition between Paramount and Warner Brothers, the merged entity would continue to be constrained by other film studios post-Acquisition.”
The ACCA said the combined company “is unlikely to have a sufficiently strong position in the supply of wholesale [audiovisual] content to enable it to successfully foreclose rivals’ access.”