Warner Bros. Discovery Plans Shareholder Vote for Sale to Paramount
Warner Bros. Discovery (WBD) has scheduled a special shareholder meeting for April 23 at 10 a.m. ET to vote on its proposed sale to David Ellison’s Paramount Skydance. This meeting marks a significant advancement in the acquisition process.
WBD announced it has begun mailing definitive proxy statements to shareholders ahead of the meeting. Stockholders recorded as of 5 p.m. ET on March 20, 2026, will be eligible to vote.
The merger agreement stipulates that Paramount will pay WBD shareholders $31 in cash for each share of WBD common stock, representing a 147% premium over WBD’s “unaffected” stock price of $12.54 prior to speculation about the deal. The stock, which peaked at $30 late last year, closed at $27.22 on Wednesday.
The boards of directors for both companies have unanimously approved the transaction. Paramount expects the deal to close in the third quarter, pending regulatory approvals and shareholder consent.
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Should the transaction remain incomplete by September 30, WBD shareholders will receive a “ticking fee” of $0.25 per share for each quarter, assessed daily until the deal closes. This concession was made by the Ellisons to attract WBD away from a prior merger deal with Netflix.
“The WBD Board has been guided by the singular principle of securing a transaction that maximizes the value of our iconic assets and delivers as much certainty as possible to our shareholders,” stated WBD Board Chairman Samuel Di Piazza. “This historic transaction with Paramount not only accomplishes that but will also expand consumer choice and create new opportunities for creative talent.”
WBD CEO David Zaslav remarked, “We look forward to the upcoming Special Meeting. This transaction is the culmination of the Board’s robust process to unlock the full value of our world-class portfolio. I want to thank our talented team for transforming the business over the last several years. We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”
Zaslav is poised to receive payments and benefits exceeding $700 million upon the deal’s closure.
In an amended proxy statement filed with the SEC, WBD’s board unanimously urged shareholders to vote “FOR” the merger with Paramount.
Earlier last month, Paramount and WBD disclosed terms of the landmark deal, following WBD’s termination of a prior agreement to sell its studio and streaming assets to Netflix. Paramount paid Netflix a $2.8 billion breakup fee as part of the agreement.
The U.S. Department of Justice has not yet sought to block the deal, although state attorneys general are evaluating its potential impact on consumers and competition. Unions and lawmakers at both state and federal levels have expressed concerns about job losses and rising prices for consumers, referencing the notable decline in theatrical output following the 2019 Disney-Fox merger. The merger of Paramount and Warner Bros. represents further consolidation among Hollywood’s major players. Recently, the Los Angeles County Supervisor ordered an analysis of the local impact of this merger.
The transaction is valued at $110 billion in enterprise value, with the combined entity projected to start with $79 billion in net debt. Larry Ellison, co-founder of Oracle, has personally guaranteed the equity portion as part of the agreement.
Paramount anticipates approximately $6 billion in cost savings, which may result in thousands of layoffs. However, executives have emphasized that staff reductions will not be the primary focus of achieving these savings.
