Paramount Skydance Corp. is pressing to wrap up a Justice Department antitrust review of its tender offer for Warner Bros. Discovery Inc. shares in the coming weeks, according to people familiar with the matter.
Paramount has been turning over information requested by the government, said the people, who asked to not be identified discussing private information. Completing that task will trigger a 10-day waiting period for the Justice Department to make a decision on whether to challenge Paramount’s proposal over competition issues.
Demonstrating it has an advantage with regulators is a key part of Paramount’s strategy to thwart Netflix Inc.’s planned acquisition of the Warner Bros.’ studios and streaming businesses. If Paramount can clear that waiting period, it could use that as a sign of government approval and use that to try and convince Warner Bros. shareholders to vote against the Netflix transaction.
The expiration of the review period doesn’t mean Paramount is in the clear, however. The DOJ can still investigate and potentially challenge a deal after that period is over. If Paramount were to change key terms such as price, or ultimately sign a merger agreement with Warner Bros., its proposal would likely need to be resubmitted for DOJ review.
Warner Bros. agreed to sell its studios and streaming businesses to Netflix for $82.7 billion in December, choosing that option over a rival bid from Paramount. Warner Bros. plans to hold a shareholder vote on the proposal by April. Paramount has been trying to undercut the Netflix deal by appealing directly to shareholders and lobbying regulators.
The Justice Department is conducting in-depth reviews of both the Netflix and Paramount offers, Bloomberg News previously reported. Key constituencies in Hollywood, including talent agencies, have just received information requests from federal officials, according to a people with knowledge of the outreach. Paramount declined to comment. The Justice Department didn’t immediately respond to a request for one.
“We will not send ‘scarlet’ letters warning parties that they ‘close at their own risk,’” Bill Rinner, then an assistant attorney general at the DOJ said in a speech last year. Rinner is now a lawyer at Latham & Watkins, one of the firms representing Paramount. “Without dwelling too long on this point, such letters reflect a sorry state of counseling if clients mistakenly believe that expiration of the statutory waiting period constitutes ‘clearance’ or ‘approval’ of a transaction.”
The Justice Department could sue to block Netflix, boosting Paramount’s chances to win Warner Bros. without having to raise its $30-a-share all cash offer. A spokesperson for Netflix said the company believes Paramount “appears intent on mischaracterizing the regulatory review process” and will “self-declare” it is in compliance with federal regulators. “We remain focused on the value Netflix and Warner Bros. can create together,” the spokesperson said.
Paramount and Netflix also face ongoing reviews in the EU and UK as well as scrutiny from state attorneys general in the US.
Warner Bros. shareholders are expecting Paramount to increase its $108 billion offer for all of Warner Bros. But Paramount has so far resisted, maintaining that its bid is superior to Netflix’s and has better chance of winning regulatory approval.
Paramount Chief Executive Officer David Ellison has argued the union of Netflix, HBO and Warner Bros. would make the world’s biggest paid streaming company even bigger. The Netflix deal has faced criticism, including bipartisan attacks at a Senate hearing on Feb. 3.
Warner Bros. and Netflix have said they are confident in their ability to win over regulators for their deal and argued the Paramount deal would be worse for Hollywood. Even so, they acknowledge the Justice Department review is likely to extend until later this year.
Disclaimer: This report is auto generated from the Bloomberg news service. ThePrint holds no responsibility for its content.
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