David Ellison, the chairman and chief government officer of Paramount Skydance Corp. walks by Statuary Corridor to the State of the Union handle throughout a Joint Session of Congress on the U.S. Capitol on Feb. 24, 2026, in Washington, DC.
Anna Moneymaker | Getty Photographs
A bunch of U.S. and European lawmakers instructed Paramount Skydance CEO David Ellison that the corporate’s proposed acquisition of Warner Bros. Discovery can be topic to cautious scrutiny by European regulators and that he shouldn’t contemplate shareholder approval of the deal to be the ultimate phrase.
The three European Parliament members and two Democratic U.S. Home lawmakers issued their warning in a letter despatched Thursday and shared solely with CNBC.
“Within the European Union, the European Fee and the European Parliament will intently study market definition, market share threshold, buyer substitutability, vertical integration results, and downstream impacts within the Inner Market pursuant to the EU Merger Regulation,” they wrote.
The lawmakers famous that regardless of a preliminary WBD shareholder vote approving the merger final month, it’s nonetheless topic to scrutiny by their respective governments. And, they warned that the merger may create new obstacles to competitors.
“We elevate specific concern about public statements suggesting that this transaction will face minimal regulatory scrutiny or will possible obtain swift approval. Such characterizations seem untimely,” U.S. Reps. Sam Liccardo, D-Calif, and Deborah Ross, D-N.C., wrote alongside European Parliament members Nathalie Loiseau, Brando Benifei and Andreas Schwab.
Paramount did not instantly reply to an e mail searching for remark.
The warning comes somewhat over per week after Paramount’s earnings report, through which Ellison mentioned in a letter to shareholders that “vital progress” was being made towards closing the acquisition by the top of the third quarter.
“From a strategic standpoint, we couldn’t be extra excited in regards to the transaction. We’re additionally on monitor to get this accomplished by September of this 12 months,” Ellison mentioned in the course of the firm’s earnings name.
“This transaction, if not totally compliant with a due authorization course of and respecting all relevant laws, may considerably reduce competitors throughout interconnected markets, together with movie and tv manufacturing, content material licensing, theatrical distribution, and streaming providers,” the lawmakers wrote. “It may, thereby cut back shopper alternative and enhance costs.”
The lawmakers additionally raised considerations about editorial independence. Shortly after Ellison’s Skydance acquired Paramount final 12 months, the mixed firm purchased the web publication, “The Free Press,” and named its co-founder, Bari Weiss as CBS Information’ editor-in-chief.
Lengthy-awaited federal approval for Paramount and Skydance’s merger got here shortly after Paramount paid a $16 million settlement to President Donald Trump over a “60 Minutes” interview with then-Vice President Kamala Harris. As a part of the lawsuit, Paramount agreed to rent an ombudsman for CBS Information.
“[W]e warn in regards to the influence of this merger on media pluralism, and we name for inside safeguards to ensure that editorial choice making stays impartial of the pursuits of company shareholders, notably third-country buyers,” the lawmakers wrote to Ellison.
Paramount has agreed to purchase WBD for $31 per share and has provided a $7 billion breakup price within the occasion the proposed merger does not win regulatory approval.
Funding for the deal consists of almost $24 billion from sovereign wealth funds from Gulf states — along with a credit score facility and backing by Ellison’s father, billionaire Oracle co-founder Larry Ellison.
Paramount beforehand mentioned these Gulf state entities had agreed to forgo any voting rights within the new firm, and the deal is not anticipated to set off a compulsory overview by the Committee on Overseas Funding within the U.S., based on an individual conversant in the matter.
If there have been to be a difficulty with the overseas funding that will influence the general deal approval, the Ellison household has backstopped the deal and can be ready to step in, the particular person mentioned.
In late April Paramount filed a petition to the Federal Communications Fee for the oblique overseas funding since it’s the proprietor of U.S. broadcast station CBS.
Nonetheless, the funding is elevating alarm.
“Such financing buildings elevate severe questions concerning nationwide safety, editorial independence, overseas state affect, and the potential for overview by the Committee on Overseas Funding in america (CFIUS), notably given the aggregation of delicate consumer information and vital media property beneath a single company proprietor,” the lawmakers wrote of their letter to Ellison. “Within the European Union, the presence of overseas sovereign wealth funds may elevate questions concerning the applying of the Overseas Subsidies Regulation.”
They vowed that the merger will undergo a rigorous overview course of, regardless of the current feedback of some regulators together with U.S. Federal Communications Fee Chair Brendan Carr, who has mentioned he expects the deal to be permitted “fairly shortly.” Of word, the FCC wouldn’t have sole approval over the deal.
“Public belief requires a rigorous and clear overview course of. Please contemplate this letter formal discover that any recommendations the transaction has successfully cleared regulatory hurdles, are false,” the lawmakers wrote.
