The UK's Competition and Markets Authority cleared Paramount Skydance's $110 billion acquisition of Warner Bros. Discovery, removing a major regulatory obstacle while a separate government review on media plurality continues.
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UK clears $110 billion Paramount-Warner Bros merger as Nandy review looms
The UK's Competition and Markets Authority cleared Paramount Skydance's $110 billion acquisition of Warner Bros. Discovery on Thursday, declining to refer the deal for an in-depth Phase 2 investigation.
"We have cleared this deal as it does not raise competition concerns in the UK," a CMA spokesperson said. "The evidence shows that, after the merger, Paramount will continue to face sufficient competition in the various areas it operates in, including the production and distribution of films and TV content, the supply of children's channels to pay-TV providers and the supply of streaming services."
The CMA's Phase 1 review, launched in June, examined competition in film distribution, TV content production, wholesale supply of children's channels, and streaming services. The clearance follows approval from the U.S. Department of Justice, Warner Bros. shareholders, and the European Commission, which attached conditions including Paramount's exit from United International Pictures.
The decision removes one of the final major regulatory hurdles for the deal, though Culture Secretary Lisa Nandy's separate public interest assessment on media plurality remains outstanding. The U.S. Federal Communications Commission is also still reviewing foreign investment in the transaction, with no public timeline for completion.
Nandy, who previously warned she was "minded to intervene," has asked the companies to address concerns about whether the merger would result in a "sufficient plurality" of views in news media and control of media enterprises serving UK audiences. Her review covers Channel 5, TNT Sports, Cartoon Network, Nickelodeon, CNN International, Paramount+, and HBO Max. Paramount CEO David Ellison met with Nandy in January to discuss industry issues before successfully thwarting Netflix's $83 billion bid for WBD's studio and streaming assets.
Beyond the UK, the deal has received clearance or had relevant waiting periods expire in Australia, Austria, Brazil, Canada, China, Kuwait, Saudi Arabia, Serbia, South Africa, Ukraine, Montenegro, New Zealand, and North Macedonia. Foreign direct investment authorities in Spain, Germany, Slovenia, Belgium, Czechia, Italy, France, and Romania have also signed off.
The UK's clearance contrasts with the tougher scrutiny the deal has faced in the U.S., where a group of 12 state attorneys general secured a temporary restraining order. The CMA's decision also differs from its approach to other large media transactions, where the regulator has previously required remedies or in-depth reviews. The combined entity would control a library spanning Paramount Pictures, Warner Bros. Studios, HBO, Nickelodeon, and CNN, giving it leverage in streaming negotiations against Netflix, Disney, and Amazon.
Ticking Fees Hit $7 Million Daily as Trial Looms
A 12-day trial is scheduled to start March 2, 2027, following the state AGs' legal challenge. The ticking fee of 25 cents per share, effective Oct. 1, translates to roughly $650 million per quarter, or $7 million per day, until closing. Paramount has said it would push the closing date to five days after the trial outcome, or June 1, 2027, whichever comes earliest.
A Paramount shareholder and a group of consumers filed separate lawsuits to block the merger, though the consumer case was dismissed by a judge. If the deal does not close due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.
The CMA's decision reduces antitrust risk for major media consolidation in the UK, potentially boosting investor confidence in both companies as they work through remaining regulatory steps. With the trial date set and ticking fees accruing at $7 million per day, the pressure to close the transaction by mid-2027 is mounting. If the deal closes, the combined entity would control a vast portfolio spanning film studios, streaming platforms, cable networks, and sports broadcasting rights across the U.S., UK, and Europe.
This article is for informational purposes only and does not constitute investment advice.
