The Albany Gazette - Warner Bros. Discovery shareholders back sale to Paramount Skydance

The agreement ends a lengthy takeover saga and creates an entertainment behemoth whose impact on a struggling media landscape -- and connections to President Donald Trump's White House -- will be closely scrutinized.

The merged entity will include CNN, CBS, HBO and Nickelodeon as well as some of Hollywood's most valuable franchises, including Harry Potter, Game of Thrones, the DC Universe, Mission Impossible and SpongeBob SquarePants.

"Today's stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders," WBD chief executive David Zaslav said in a release.

"We will continue to work with Paramount to complete the remaining steps in this process that will create a leading, next-generation media and entertainment company."

Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding Warner Bros. shares, implying an equity value of $81 billion -- and $110 billion when including the mountain of debt Paramount will take on.

Paramount made its unsolicited offer for WBD after a contract was already in place for a sale to Neflix, triggering a bidding war that ended when the streaming upstart was unwilling to match its rival's offer.

Questions have pivoted to the Ellison family, which will control a constellation of media properties spanning the globe -- though at the cost of accumulating a pile of debt.

If regulators approve the deal, Paramount chief David Ellison is widely expected to embark on a painful round of cost-cutting to pare down the load.

His father, Oracle billionaire Larry Ellison, one of the world's richest men, largely financed the takeover, offering a financial guarantee that finally persuaded the Warner Bros. board.

Larry Ellison is also a longtime ally of Trump, who said he would weigh in on approval of the buy.

The deal still faces regulatory hurdles. The European Commission is reviewing the merger, as are several US states, including California.

The Paramount offer includes financing from three Middle Eastern sovereign wealth funds -- those of Saudi Arabia, Qatar and Abu Dhabi -- which could also attract extra scrutiny on national security concerns.

- Celebrity ire -

An open letter signed by hundreds of Hollywood heavyweights was published earlier this month opposing the deal.

Actors including Jane Fonda, Joaquin Phoenix and Bryan Cranston, as well as directors JJ Abrams and Denis Villeneuve, are among more than 1,000 people who have added their names to the protest opposing the mega-merger between two of Hollywood's storied studios.

"This transaction would further consolidate an already concentrated media landscape, reducing competition at a moment when our industries -- and the audiences we serve -- can least afford it," the petition said.

"The result will be fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences in the United States and around the world."

Warner Bros. is home to mega-grossing franchises including Harry Potter, The Lord of the Rings and Game of Thrones.

People across Tinseltown fear that the consolidation of two studios will inevitably lead to cuts, especially as the enormous price tag is reportedly set to be financed, meaning the new owners will have to make savings.

"Alarmingly, this merger would reduce the number of major US film studios to just four," the letter said.

Paramount Skydance has pledged to continue cinematic releases at a regular clip.

(P.Clark--TAG)