Paramount Says Regulatory Waiting Period for Warner Bid Ends

Paramount Skydance said it has “no statutory impediment” in the US to closing its proposed $77.9 billion acquisition of Warner Bros. Discovery Inc. after clearing a US antitrust hurdle. Paramount said Friday it has complied with the US Justice Department’s second-request review process under the Hart-Scott-Rodino Act and that a 10-day waiting period expired on Thursday. The expiration of a waiting period doesn’t tacitly imply that regulators are on board with a deal. The department in the past has sued to block mergers after the waiting period passed. Warner Bros. already has a signed an agreement to sell its studio and streaming business to Netflix Inc. for $72 billion. Earlier this week, Warner Bros. committed to re-engage with Paramount after it submitted a revised hostile bid and indicated it would be willing to raise its offer by $1 a share to $31. Warner Bros. has given Paramount a deadline of Feb. 23 to submit its “best and final” offer. “Paramount Skydance continues to mislead stockholders and distract from the facts,” Netflix Chief Legal Officer David Hyman said in a statement on Friday. “The facts are that routine HSR milestones do not signal DOJ approval nor that any decision has been made. They have not secured approvals needed to close and they are a long way from doing so.” Bloomberg Intelligence Senior Antitrust Litigation Analyst Jen Rie and Chris Palmeri, Bloomberg News Senior Editor and Entertainment Team Leader, join Bloomberg Businessweek Daily to discuss. They speak with Carol Massar and Emily Graffeo.  Paramount Skydance Corp. said it has “no statutory impediment” in the US to closing its proposed $77.9 billion acquisition of Warner Bros. Discovery Inc. after clearing a US antitrust hurdle.

Paramount said Friday it has complied with the US Justice Department’s second-request review process under the Hart-Scott-Rodino Act and that a 10-day waiting period expired on Thursday.

The expiration of a waiting period doesn’t tacitly imply that regulators are on board with a deal. The department in the past has sued to block mergers after the waiting period passed.

Warner Bros. already has a signed an agreement to sell its studio and streaming business to Netflix Inc. for $72 billion. Earlier this week, Warner Bros. committed to re-engage with Paramount after it submitted a revised hostile bid and indicated it would be willing to raise its offer by $1 a share to $31. Warner Bros. has given Paramount a deadline of Feb. 23 to submit its “best and final” offer.

“Paramount Skydance continues to mislead stockholders and distract from the facts,” Netflix Chief Legal Officer David Hyman said in a statement on Friday. “The facts are that routine HSR milestones do not signal DOJ approval nor that any decision has been made. They have not secured approvals needed to close and they are a long way from doing so.”

In a securities filing on Friday, Paramount acknowledged that completing any transaction is subject to “certain other conditions,” including signing a definitive merger agreement with Warner Bros., shareholder approval and regulatory clearance in other jurisdictions. Paramount said it has also secured clearance from the foreign investment authorities in Germany, a step Netflix said it has also cleared.

The Justice Department could still sue to block a transaction by Paramount later and it has done so in other deals. Netflix and Paramount will both face significant scrutiny not only in the US but also the European Union.

California Attorney General Rob Bonta said on Friday that his office was taking a close look at the proposed purchase of Warner Bros. by either company.

“Further consolidation in markets that are central to American economic life does not serve our economy, consumers, or competition well,” Bonta said.

David Ellison, chief executive officer of Paramount, and Ted Sarandos, co-CEO of Netflix, have each argued that their deal will pass regulatory clearance. The two executives have been jockeying to win the favor of US President Donald Trump. El

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