Warner Bros. Discovery will hold a special shareholder meeting on April 23 at 10 a.m. Eastern Time to vote on its proposed sale to David Ellison’s Paramount Skydance. The company announced the meeting in an SEC filing and began mailing proxy statements to shareholders of record as of March 20. The vote marks one of the final major steps before the deal can move forward.
The agreement gives Warner Bros. Discovery shareholders $31 in cash for each share of common stock. That’s a 147 percent premium over the company’s unaffected trading price of $12.54 before merger speculation began. The stock closed Wednesday at $27.22. The boards of both Paramount and Warner Bros. Discovery have already approved the deal, and Paramount expects completion in the third quarter of 2026 after regulatory reviews and shareholder approval.
If the transaction is not finalized by September 30, investors will receive a $0.25 per share “ticking fee” for each quarter until the sale is complete. The concession helped the Ellison family secure the deal after Warner broke off earlier merger talks 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,” said Warner Bros. Discovery Chairman Samuel Di Piazza. “This historic transaction with Paramount not only does that, but it will also expand consumer choice and develop new opportunities for creative talent.”
CEO David Zaslav added, “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. We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.” Zaslav is expected to collect total compensation valued at more than $700 million upon completion of the merger. Shareholders will also vote on an advisory measure covering executive payouts connected to the deal.
Paramount issued its own statement saying, “With a shared vision of building a next-generation media and entertainment company that better serves both the creative community and consumers, we look forward to WBD shareholders voting for the combination with Paramount as we work to close the transaction as soon as possible.”
The companies revealed the merger terms last month after Warner ended its agreement to sell assets to Netflix. Paramount paid the streaming giant a $2.8 billion breakup fee to finalize that termination. The Department of Justice has so far taken no action to block the deal, though some state attorneys general are reviewing potential antitrust concerns. Labor unions and lawmakers have also raised alarms that the merger could cost jobs and reduce competition, with some comparing it to the Disney and Fox consolidation in 2019 that shrank theatrical output nationwide.
Valued at about $110 billion, the combined company would hold close to $79 billion in net debt. Oracle co-founder Larry Ellison, David Ellison’s father, has personally guaranteed the equity portion. Paramount said it expects roughly $6 billion in cost savings, though executives insist layoffs will not be the main source of those savings. Local officials in Los Angeles have ordered an economic study of how the merger could impact the region’s entertainment workforce.
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