Paramount Clears US Antitrust Hurdle in $108 Bn Warner Bros Bid, DOJ Review Still Looms

Paramount Skydance on Friday said that a key US antitrust waiting period tied to its proposed $108.4 billion all-cash takeover bid for Warner Bros. Discovery expired on February 19, removing one procedural hurdle in its attempt to acquire the company behind HBO Max.

In a statement, Paramount said the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act means there is "no statutory impediment in the US" to closing the proposed transaction. The law requires companies involved in large mergers to notify regulators and observe a review window before completing a deal.

However, the development does not amount to regulatory approval. The US Department of Justice (DOJ) can continue examining the transaction, request additional information, and even file a lawsuit to block it before closing. The DOJ has previously challenged mergers after the initial waiting period had lapsed, underscoring that the milestone is procedural rather than substantive.

Notably, Paramount has yet to sign a definitive merger agreement with Warner Bros Discovery. The latter had already entered into an agreement to sell its studio and streaming business to Netflix for $82.7 billion, setting off a high-stakes contest between the two bidders.

Earlier this week, Warner Bros Discovery agreed to reportedly re-engage with Paramount after the company submitted a revised hostile offer and indicated it would be willing to increase its bid by $1 per share to $31. According to earlier reports, Warner Bros had given Paramount until February 23 to present what it described as its"best and final" proposal.

Netflix has disputed Paramount's characterisation of the regulatory progress. "Paramount Skydance continues to mislead stockholders and distract from the facts," Netflix Chief Legal Officer David Hyman said in a statement as quoted by several media portals.

He added that routine milestones under the HSR Act do not signal DOJ approval or suggest that a decision has been made, arguing that Paramount remains "a long way" from securing the necessary clearances.

In a securities filing on Friday, Paramount acknowledged that any transaction would remain subject to multiple conditions, including the execution of a definitive merger agreement, shareholder approval and regulatory clearances in other jurisdictions.

The company said it has received clearance from foreign investment authorities in Germany, a step Netflix said it has also completed.

The proposed acquisition, if it goes through, would rank among the largest media deals in recent years. It would combine Paramount's film and television assets with Warner Bros Discovery's global studio operations.