Executives at Paramount are urging a dozen state attorneys general to return to the negotiating table and hammer out a settlement to an ongoing antitrust lawsuit over its pending acquisition of Warner Bros Discovery (WBD)
In a press release issued Friday afternoon, Paramount said the deal has already secured necessary approvals from federal regulators and more than 68 countries and jurisdictions around the world, including the European Union, the United Kingdom, Australia, Canada, Mexico and Brazil.
“We are grateful that competition authorities in nearly 70 jurisdictions worldwide have independently and thoroughly reviewed this transaction and reached the same conclusion: it is pro-competitive, pro-consumer and pro-worker,” David Ellison, the Chief Executive Officer of Paramount, said in a statement.
Those approvals shouldn’t be disregarded by California Attorney General Rob Bonta and 11 others who are pressing forward with their lawsuit on the view that the combination of Paramount and WBD violates antitrust laws because it yields a significant amount of control over cable networks and theatrical distribution to a single entertainment giant.
Paramount and WBD operate two large film and TV production studios in California, with both companies having their corporate headquarters located in the state. WBD also has ancillary businesses, including a CNN bureau, in California, while Paramount holds broadcast licenses for six TV stations in three cities there.
The deal would give one company control over television networks like CBS, CNN, Comedy Central, MTV, VH1, Nickelodeon, HGTV, Discovery Channel, Animal Planet, OWN, TNT, TBS, Tru TV, Cartoon Network, TV Land, BET and Paramount Network, plus overseas assets like Eurosport, Network 10 in Australia and Channel 5 in the United Kingdom, among others.
Ellison said the lawsuit filed by California and the other states remains the last impediment to closing the deal. Paramount has rejected claims made by Bonta and others, arguing the combined company would remain under pressure from larger technology and media rivals, including Disney, Netflix, Amazon and other global streaming and entertainment companies.
The company said regulators abroad reached conclusions that directly contradict the states’ theories of harm: Paramount cited the United Kingdom’s Competition and Markets Authority, which found the transaction did not present a realistic prospect of substantially lessening competition. It also cited European and U.S. regulators that recognized streaming platforms as competitive pressure on legacy cable and broadcast networks.
Paramount also pointed to the Australian Competition and Consumer Commission, which found the combined company would remain constrained by other studios, including Disney, Sony, Universal, Amazon MGM, StudioCanal and independent providers. Similarly, Brazil’s CADE treated film distribution as a single relevant market, rather than the narrower “top-grossing” theatrical market alleged by the states.
Ellison said Paramount remains open to resolving the litigation.
“While we remain confident that the law and the facts are on our side, we have offered commitments and concessions and remain open to working constructively with the State AGs to find a path forward in the interest of our employees and the creative community in California and across the world,” Ellison affirmed.
Paramount said the continued delay will impose costs tied to penalty fees, litigation expenses and business disruption. The company has previously faced scrutiny over a $7 million-per-day ticking fee that is set to begin October 1 if the merger remains delayed. If Paramount loses the antitrust case, it could also be required to pay WBD a $7 billion termination fee.
Bonta has accused Ellison of attempting to pressure the state into settling the case after a report said Ellison discussed moving Paramount out of California if Bonta refused to negotiate.
“In a span of weeks, Paramount agreed to halt the merger until a court decision or until June 2027, asked for a November trial, and is now back with another attempt to blackmail the state into letting an illegal deal through,” Bonta said earlier this week.
The dispute has also become intertwined with concerns over news independence. In a recent New York Times guest essay, Ellison argued that opposition to the deal was less about antitrust and more about whether he could be trusted as a steward of CNN while Paramount already owns CBS News.
