Paramount-Warner Merger Enters Crunch Time In Europe, UK Holds Key

When David Ellison met with the UK culture secretary on January 15, Paramount may have been in Netflix’s shadow as the preferred bidder for Warner Bros. Discovery (WBD), but it did not stop the American media mogul from laying the groundwork for his long-desired deal. 

He sat down with Lisa Nandy and her top official, Susannah Storey, to discuss “Paramount’s UK media and production interests,” according to government records. Six months on, Ellison’s success in communicating his vision is set to be tested after Nandy said she was “minded” to intervene in the mega-merger, calling the $110 billion union “unprecedented” in a letter to Paramount. 

While she has not made a final decision, the direction of travel is clear: Nandy, a culture secretary who is considered to be aloof by many senior figures in the screen industries, is reaching for a jeweller’s eyepiece to inspect an acquisition that is not exactly causing huge alarm in the UK. 

Her intervention comes amid a flurry of regulatory activity over the Paramount-Warner merger in Europe, where Ellison’s industry-reshaping rollup has entered antitrust crunch time after gaining U.S. Department of Justice approval last month. In the EU, Paramount appears to be nearing the green light after agreeing to make modest concessions, leaving the UK as one of the last remaining roadblocks. 

Paramount remains confident of closing by the end of September, a notable deadline because of its “ticking fee” commitment to WBD shareholders of 25 cents a ​share — roughly $650M — for every quarter the takeover does not finalize beyond Q3. The UK government’s involvement is a reminder that Paramount is not in control of this timeline.

Paramount — which is being advised by comms giant Brunswick and law firm Latham & Watkins — has until July 6 to make final representations to Nandy, at which point the minister will decide whether to issue a formal intervention notice. This is considered the most likely outcome, and would trigger investigations by media regulator Ofcom and antitrust watchdog, the Competition and Markets Authority, which must complete in 40 days. The CMA had previously launched a merger inquiry, but this would be halted, with the competition authority reporting directly to the culture secretary. 

Once these “phase one” reports are in, Nandy will decide whether to clear the deal or refer it for a “phase two” investigation, which could last more than five months. In other words, Paramount’s best-case scenario is that it clears UK regulatory hurdles in a matter of weeks. The worst case could be more than six months, meaning WarnerMount would not be allowed to summit until early 2027. 

Nandy’s “Surprise” Intervention 

John Whittingdale, a former UK culture secretary, told Deadline that he was “slightly surprised” that Nandy wished to scrutinize Paramount-Warner because there is no animated opposition to the deal in Britain, but he also acknowledged that the “safe option” for the minister is referral. “If her ultimate decision [to clear or block] is unpopular, she can then say: ‘Well, it was on the advice of the regulatory bodies,’” Whittingdale explained. 

Specifically, Ofcom and the CMA would examine media plurality issues on two fronts: Firstly, whether the merger would concentrate too much power into the hands of Ellison across broadcasting and streaming. The regulators will also explore media plurality issues in news, given that Paramount-Warner will own 5 News, CNN International, and CBS News. 

Nandy’s advisors calculate that Paramount and WBD’s combined weekly TV viewing share of 12.1% will make it the third-largest linear broadcaster in the UK behind the BBC (32.6%) and ITV (21.4%). Zoom out, however, and things look slightly different. Including streaming, monthly viewing figures put Paramount and WBD at a 6.9% share in May, considerably behind Netflix (10.1%) and YouTube (18.6%), according to Barb, the official UK ratings body.

Whittingdale thinks this is unlikely to raise jitters in the ad market. The irony is that it was Netflix’s proposed takeover of WBD that sent a jolt of anxiety through UK lawmakers. Eighteen politicians, including three former culture secretaries and an ex-BBC director general, signed a letter in January saying the deal could be “chilling” for British media, posing a “stark” danger to cinemas. No such missive has been leaked to the press about Paramount’s acquisition.

Nandy’s letter to Paramount did voice a couple of specific concerns, which Paramount appears to have already countered in its representations to her department. Nandy worries the deal could reduce choice for children if Paramount and Warner consolidated their kids’ channel portfolios. Paramount has insisted it has “no plans for material changes” to TV networks post-transaction. She’s also concerned about the notional prospect of Paramount merging 5 News and CNN International’s newsrooms, even if UK network 5 has a deal with ITN to produce 5 News until 2028.

Still, no one seriously expects Nandy to veto the merger. Claire Enders, founder of Enders Analysis, said Paramount has been “full of alacrity” in its efforts to assuage the concerns of regulators, and she expects the same approach in the UK. Enders views Nandy’s intervention as a “process, not a problem” — and a process being led by a minister who expects to remain in post once Andy Burnham succeeds Keir Starmer as prime minister. Enders joked: “She’s throwing popcorn at Paramount and expects Paramount to throw it back.”

Paramount Surrenders Some Cinema History

If the UK could gum up the gears of the Paramount-Warner merger, things appear to be progressing more smoothly in the European Union. The European Commission, the EU’s antitrust enforcer, is minded to clear the takeover after Paramount agreed to make concessions, according to a Deadline source and multiple reports. This means that the deal would dodge a lengthy “phase two” investigation.

Paramount is expected to exit its international distribution deal with Universal Pictures, while Bloomberg reported last month that the company is prepared to divest some of its children’s TV networks. These “commitments,” though not confirmed, were submitted on June 30, with the European Commission now set to make a decision on whether to clear or further scrutinize by July 22. 

Tommaso Valletti, an EU antitrust expert and professor of economics at Imperial College London’s Business School, said the commitments make clearance more likely. “Offering remedies at the phase one stage usually means both the parties and the Commission think the competition concerns are manageable,” he added. “I’d expect the deal to be approved.”

A Paramount spokesperson said: “We have been working constructively with the Commission for eight months and are confident that this remedy directly and comprehensively addresses any concerns expressed in the European Commission’s preliminary assessment and supports the path for timely clearance.”

Exiting the Universal distribution deal would signal the end of some European cinema history. United International Pictures (UIP), a 50-50 venture, was founded in the 1980s and has had a hand in distributing mega franchises like Mission: Impossible and Shrek. In its pomp, it boasted box office takings of $2.5 billion, but was much diminished in 2007, when Paramount and Universal took direct control of distribution in key markets, including France, Brazil, and Italy.

A British company that now serves smaller markets including Norway and Argentina, UIP posted sales of nearly £200M ($267M) and employs more than 200 people, per its most recent accounts filed at the UK’s Companies House.

Stewart Till, the British executive who ran UIP for four years until 2006, said Paramount’s exit would be the end of an era for a company that combined the “best of Hollywood with local decision makers.” He said the exit was “not irrelevant” for Paramount. Till explained: “Paramount is going to have to set up its own operations in these smaller territories. That takes time, management, and overheads. It’s not a coincidence that Paramount hasn’t done that since 2007. On the other hand, Paramount may do joint ventures with other studios.”

There has also been some speculation that the European Commission has looked at SkyShowtime, Paramount’s streaming joint venture with Comcast. The service has 9 million subscribers across the continent, with a SkyShowtime source suggesting it could be caught up in efforts to disentangle Paramount and Universal. Deadline has previously reported that the Paramount-Warner merger will put the company in breach of its SkyShowtime agreement with Comcast.

Ultimately, a well-placed U.S. studio source said severing ties to Universal is “small beer,” a rounding error, for Paramount in the context of its grand ambition to become one of the defining global media companies of the streaming age. Ellison’s charm offensive in Europe began at the start of the year, but his work is not quite done yet.