After Friday’s delay in the Paramount-WBD antitrust lawsuit, shares of both media companies slid in after-hours trading, foes of the merger exulted and observers tried to process the latest twist in the merger saga.
California Attorney General Rob Bonta hailed the agreement, under which Paramount pledged not close the $110 billion deal before June 1, 2027, or a legal determination of the suit’s merits, whichever comes first. The pact is “great news for audiences, movie theaters, and the many people who write, build, and create the art, news, and entertainment so many of us enjoy,” he said in a statement. “We’re eager to continue to make our case in court and celebrate another tremendous win in our effort to ensure this unlawful merger never sees the light of day.”
During a press briefing on Zoom, activists who joined the fight led by the 12 state attorneys general and the Writers Guild of America adopted a pragmatic tone.
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“The power of many can beat the power of money when we organize – and this is not a done deal,” said Anjuli Kronheim Katz, executive director of the Committee for the First Amendment. “We’re not also being overly presumptive that we’re going to block this merger. It’s not a full victory, but it is an important indication of the power that we’ve built and what’s possible when we organize people. There’s a lot more to do. This is going to be hard, but it is not hopeless.”
Peter Murrieta, secretary-treasurer of the WGA West, joined the briefing from Comic-Con in San Diego to decry the deal’s potential to “push down our compensation for writers” or cut the output of films and series. (Paramount has described the merger as “pro-Hollywood” and disputes the assertion that it will have a negative impact on workers.)
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Paramount stock touched a 52-week low on the news before closing today at $8.21 and drifting down another three cents in after-hours trading. WBD shares fell almost 1% during the trading day before sagging a bit more after the session.
The financial sector was stunned by the development, which was announced with about an hour left in the trading day. Paul Nary, a management professor and M&A specialist at U. Penn’s Wharton School, posted on X that the situation will be a “more expensive adventure” given the delay. He noted the $7.2-million-per-day “ticking fee” Paramount has promised to pay WBD shareholders if the deal doesn’t close by September 30.
The ticking fee and the leverage suggest “the states will likely be in no mood to settle, at least not early on, and at least not without major concessions,” Nary added.
While the frustrations of Paramount CEO David Ellison; his father, Larry Ellison, the Oracle billionaire and deal backer; and others in the Paramount camp have taken center stage in recent days, WBD also faces a difficult path. Already preparing for its fourth corporate ownership change in the past decade, employees at the company will experience confusion and inertia in the coming months. And don’t forget, for a while they believed they were being taken over by Netflix after the streaming deal sealed a deal last fall, outdueling Comcast and Paramount in the initial bidding.
The company is “stuck in limbo for now,” Nary noted. It “can’t make major changes to position themselves for survival if they believe the deal will fail, and can’t start the integration process/restructuring with $PSKY. From my perspective, I think this means WBD business may suffer either way, making it even more difficult for them to go back to being a reasonably well-positioned standalone firm if the deal doesn’t close, and also making Paramount’s already tough job of integrating, cost-cutting, and making this deal work if and when they do close even more of an uphill battle.”
Now, a deal that was hurtling through the regulatory process at a remarkable pace, going from proposal to the verge of completion in about five months, has now entered into a period of stasis. Executives from both companies are set to report their quarterly earnings over the next couple of weeks, and will certainly encounter questions about having to revise their optimistic projections about wrapping up the deal over the summer.
“The deal may still close or it may not,” Forrester Research VP Mike Proulx told the Wall Street Journal. “What we know is that the path to either outcome just got longer, messier, and likely more expensive.”
