Hollywood’s media landscape is on the verge of its most significant structural shift in decades. On Thursday, April 23, Warner Bros. Discovery shareholders voted to approve Paramount Skydance’s $110 billion acquisition of the company — clearing one of the final major milestones before the deal can close and reshaping the competitive map of U.S. entertainment in the process.
The vote, held virtually in a special shareholder meeting that lasted approximately 10 minutes, was decisive. Shareholders voted overwhelmingly to approve the takeover, a deal struck in February after Paramount beat out Netflix for control of Warner Bros. Discovery. With shareholder approval secured, the transaction now moves into its final regulatory phase before closing, expected sometime in the third quarter of 2026.
The Terms of the Deal
Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD, with the transaction valuing Warner Bros. Discovery at an enterprise value of $110 billion and representing a multiple of 7.5x on fully synergized 2026 EBITDA.
Paramount issued $47 billion of new Class B shares at $16.02 per share to fund the transaction, supported by a fully committed investment from the Ellison Family and RedBird Capital Partners. The deal was unanimously approved by the boards of directors of both companies when it was first announced in February, with the shareholder vote representing the next required step in the process.
The deal is expected to close in the third quarter of 2026, subject to customary closing conditions, including regulatory clearances in the United States and Europe. European regulators in particular represent the remaining procedural uncertainty before the transaction can be finalized.
What the Rebuke of Zaslav’s Pay Package Signals
The shareholder meeting produced one notable complication alongside the approval. While investors voted overwhelmingly in favor of the merger itself, they cast an advisory vote against WBD CEO David Zaslav’s lucrative compensation package tied to the deal — a rebuke that sent a clear message to the board even as the core transaction moved forward.
The advisory vote on executive compensation is non-binding, meaning it does not affect the outcome of the merger. But shareholder pushback on CEO pay packages tied to major transactions has become a recurring flashpoint in large-scale M&A, and the vote underscores a broader tension between executive windfalls and investor returns that is unlikely to disappear once the deal closes.
What the Combined Company Would Look Like
The scale of the combined entity is significant. Under the structure outlined in the deal, Paramount CEO David Ellison would lead a company that brings together some of the most recognizable media brands in the United States under a single corporate roof.
The newly merged company has committed to producing a minimum of 30 theatrical films annually, investing in and expanding its direct-to-consumer business, and competing effectively with leading streaming services — positioning content volume and distribution reach as the core competitive levers.
The combined portfolio would include CNN, HBO, Max, Warner Bros. film studio, Paramount Pictures, CBS, MTV, BET, Nickelodeon, and Comedy Central, along with the Paramount+ and Max streaming platforms. The scale of that combined streaming subscriber base and content library would position the new entity as a direct competitor to Netflix, Disney+, and Apple TV+ in the global streaming market.
The Competitive Context Behind the Deal
The vote was the culmination of a monthslong struggle for control of WBD, one of the largest media companies in the world. That competition was defined in part by what did not happen — Netflix, which had been widely discussed as a potential acquirer, was outbid by Paramount’s February offer.
The deal reflects a media industry under sustained pressure from streaming fragmentation, rising content costs, and the erosion of traditional pay-TV revenue. Legacy studios have spent the past several years attempting to adapt their business models to a world where streaming dominates consumer behavior, while simultaneously managing the cost structures built for a cable-and-theatrical era that no longer exists at its prior scale.
For Paramount CEO David Ellison, the acquisition represents an accelerated path to scale — one that would take years to achieve organically and that places the combined company in a stronger negotiating position with advertisers, distributors, and talent.
What Comes Next
With shareholder approval secured, Paramount needs to clear the remaining regulatory hurdles — particularly in Europe — before the transaction can be finalized. U.S. antitrust review is also ongoing, and the combined company’s control over news, entertainment, and streaming distribution assets will draw scrutiny from regulators on both sides of the Atlantic.
David Ellison, speaking at CinemaCon in Las Vegas the week before the vote, framed the deal as an opportunity to build a next-generation media and entertainment company that better serves both the creative community and consumers. Whether regulators share that framing will determine how quickly, and in what form, that company actually comes to exist.
The entertainment industry, meanwhile, is already recalibrating. Talent agencies, production companies, advertising buyers, and streaming rivals are all watching the regulatory timeline closely — because when this deal closes, the competitive landscape they operate in will look fundamentally different.
