European Commission Approves Paramount-Warner Bros. Discovery Merger with Conditions

European Commission regulators have approved Paramount's merger with Warner Bros. Discovery, provided it ends its business relationship with Universal in the region. With approval from regulators in the EU and the US, one of the last major obstacle to Paramount's massive $111 billion acquisition of Warner Bros. Discovery is now a legal challenge from 12 states that has temporarily paused the merger.

Regulators examined how the merger could impact things like film production, film distribution, media licensing and television broadcasting, and ultimately decided Paramount's future distribution business posed the largest risk to fair market competition. Universal and Paramount run a joint distribution company in Europe called Universal International Pictures (UIP) that regulators identified as giving Paramount an unfair advantage when combined with Warner's film portfolio. "The transaction would have meant Warner's films were also distributed via UIP and, without the commitments, it would have led to worse rental and distribution terms for cinema operators, ultimately disadvantaging consumers," the European Commission says.

To meet regulators' conditions for approval, Paramount has agreed to withdraw from its joint distribution business within 13 months of the transaction closing. The company has also agreed to not directly or indirectly work with Universal to co-distribute films for ten years.

Outside of the European Union, Paramount still faces scrutiny from UK regulators, who've signalled a willingness to intervene in the deal. And in the US, while federal officials have already rubber stamped the mega-merger, a collection of twelve states are still suing to block it over competition concerns. A judge placed a temporary two week pause on the merger on July 20, and will hold a hearing on August 3 to determine if the issue will need a full trial. At least for now, the lawsuit seems like more of a bump in the road than a brick wall for the deal.