Paramount Skydance states proposed takeover of WBD has passed DOJ antitrust review

Paramount Skydance recently announced that their proposal to acquire Warner Bros. Discovery has successfully completed the antitrust review process at the U.S. Department of Justice. Despite multiple unsuccessful attempts by David Ellison’s Paramount to secure an agreement to purchase Warner Bros. Discovery, the company confirmed that the Hart-Scott-Rodino Antitrust Improvements Act waiting period expired on Feb. 19, 2026. This development means that there are no legal obstacles preventing the completion of Paramount’s potential acquisition of Warner Bros. Discovery.

Following this announcement, Netflix clarified that the expiration of the waiting period does not equate to receiving regulatory approval from the DOJ. Netflix’s chief legal officer, David Hyman, emphasized that Paramount Skydance is providing misleading information about the status of the proposed takeover. According to Hyman, reaching routine Hart-Scott-Rodino milestones does not signify DOJ approval or a final decision. Netflix maintained that Paramount still needs additional approvals to proceed with the acquisition.

In an SEC filing, Paramount disclosed that there is still no formal agreement in place to buy Warner Bros. Discovery. The completion of the transaction is contingent on various conditions, including finalizing a merger agreement, obtaining shareholder approval, and obtaining regulatory clearance in other jurisdictions. Paramount acknowledged that further steps are required to secure the necessary approvals for the acquisition to move forward.

In response to Paramount’s pursuit of Warner Bros. Discovery, a group of U.S. Democratic senators, led by Sen. Corey Booker, expressed concerns about potential political interference. The senators requested an explanation from Ellison regarding Paramount’s interactions with the Trump administration in relation to Warner Bros. Discovery. Paramount was instructed to retain all records and communications related to the acquisition and the DOJ’s information requests, including details of discussions with President Donald Trump, administration officials, and DOJ Antitrust Division officials.

Warner Bros. Discovery has a pre-existing $83 billion agreement with Netflix to sell Warner Bros.’s studios and HBO Max. The company scheduled a special meeting of shareholders on March 20 to vote on the Netflix deal. Despite Paramount’s persistent attempts to engage in discussions, Warner Bros. Discovery firmly rejected Ellison’s bids on multiple occasions. However, in a recent twist, Warner Bros. Discovery initiated negotiations with Paramount to evaluate an updated offer following a six-day negotiation window. Paramount has until Monday, Feb. 23, to present a revised bid before Warner Bros. Discovery’s Q4 2025 earnings call on Feb. 26. If Paramount raises its offer, Netflix has the opportunity to counter within four days.

While the situation continues to evolve, Warner Bros. Discovery reaffirmed its commitment to the agreement with Netflix and recommended that shareholders support the deal at the upcoming meeting in March. The outcome of the ongoing discussions between Paramount and Warner Bros. Discovery remains uncertain as both companies navigate the complexities of the acquisition process.