David Ellison, the chairman and chief government officer of Paramount Skydance Corp. walks by means of Statuary Corridor to the State of the Union tackle throughout a Joint Session of Congress on the U.S. Capitol on Feb. 24, 2026, in Washington, DC.
Anna Moneymaker | Getty Photographs
A bunch of U.S. and European lawmakers advised Paramount Skydance CEO David Ellison that the corporate’s proposed acquisition of Warner Bros. Discovery can be topic to cautious scrutiny by European regulators and that he mustn’t contemplate shareholder approval of the deal to be the ultimate phrase.
The three European Parliament members and two Democratic U.S. Home lawmakers issued their warning in a letter despatched Thursday and shared solely with CNBC.
“Within the European Union, the European Fee and the European Parliament will intently study market definition, market share threshold, buyer substitutability, vertical integration results, and downstream impacts within the Inner Market pursuant to the EU Merger Regulation,” they wrote.
The lawmakers famous that regardless of a preliminary WBD shareholder vote approving the merger final month, it’s nonetheless topic to scrutiny by their respective governments. And, they warned that the merger may create new obstacles to competitors.
“We elevate explicit concern about public statements suggesting that this transaction will face minimal regulatory scrutiny or will probably obtain swift approval. Such characterizations seem untimely,” U.S. Reps. Sam Liccardo, D-Calif, and Deborah Ross, D-N.C., wrote alongside European Parliament members Nathalie Loiseau, Brando Benifei and Andreas Schwab.
“Paramount has been partaking constructively and proactively with regulatory businesses that are rigorously reviewing the transaction,” Paramount stated in an emailed assertion, including that the deal “represents elevated and higher competitors whereas enabling a well-capitalized, creative-first firm to put money into extra initiatives and produce tales to audiences worldwide. It is going to broaden alternatives for creators and improve client alternative.”
The warning comes somewhat over per week after Paramount’s earnings report, during which Ellison stated in a letter to shareholders that “important progress” was being made towards closing the acquisition by the tip of the third quarter.
“From a strategic standpoint, we couldn’t be extra excited concerning the transaction. We’re additionally on observe to get this carried out by September of this yr,” Ellison stated in the course of the firm’s earnings name.
The mixture would deliver collectively powerhouse movie studios in Paramount and Warner Bros. in addition to two fashionable streaming companies, a deep library of franchise content material and a portfolio of TV networks that features CBS, TNT and CNN.
“This transaction, if not absolutely compliant with a due authorization course of and respecting all relevant laws, may considerably reduce competitors throughout interconnected markets, together with movie and tv manufacturing, content material licensing, theatrical distribution, and streaming companies,” the lawmakers wrote. “It may, thereby scale back client alternative and enhance costs.”
The lawmakers additionally raised considerations about editorial independence. Shortly after Ellison’s Skydance acquired Paramount final yr, the mixed firm purchased the web publication, “The Free Press,” and named its co-founder, Bari Weiss as CBS Information’ editor-in-chief.
Lengthy-awaited federal approval for Paramount and Skydance’s merger got here shortly after Paramount paid a $16 million settlement to President Donald Trump over a “60 Minutes” interview with then-Vice President Kamala Harris. As a part of the lawsuit, Paramount agreed to rent an ombudsman for CBS Information.
“[W]e warn concerning the influence of this merger on media pluralism, and we name for inside safeguards to ensure that editorial choice making stays unbiased of the pursuits of company shareholders, notably third-country buyers,” the lawmakers wrote to Ellison.
Paramount has agreed to purchase WBD for $31 per share and has provided a $7 billion breakup charge within the occasion the proposed merger does not win regulatory approval.
Funding for the deal consists of almost $24 billion from sovereign wealth funds from Gulf states — along with a credit score facility and backing by Ellison’s father, billionaire Oracle co-founder Larry Ellison.
Paramount beforehand stated these Gulf state entities had agreed to forgo any voting rights within the new firm, and the deal is not anticipated to set off a compulsory evaluation by the Committee on Overseas Funding within the U.S., in keeping with an individual aware of the matter.
If there have been to be a problem with the overseas funding that might influence the general deal approval, the Ellison household has backstopped the deal and can be ready to step in, the individual stated.
In late April Paramount filed a petition to the Federal Communications Fee for the oblique overseas funding since it’s the proprietor of U.S. broadcast station CBS.
Nonetheless, the funding is elevating alarm.
“Such financing buildings elevate critical questions concerning nationwide safety, editorial independence, overseas state affect, and the potential for evaluation by the Committee on Overseas Funding in the USA (CFIUS), notably given the aggregation of delicate consumer information and important media property below a single company proprietor,” the lawmakers wrote of their letter to Ellison. “Within the European Union, the presence of overseas sovereign wealth funds can also elevate questions concerning the applying of the Overseas Subsidies Regulation.”
They vowed that the merger will undergo a rigorous evaluation course of, regardless of the latest feedback of some regulators together with U.S. Federal Communications Fee Chair Brendan Carr, who has stated he expects the deal to be authorized “fairly rapidly.” Of observe, the FCC wouldn’t have sole approval over the deal.
“Public belief requires a rigorous and clear evaluation course of. Please contemplate this letter formal discover that any ideas the transaction has successfully cleared regulatory hurdles, are false,” the lawmakers wrote.
