Paramount Shareholders to Vote on Warner Bros. Discovery Deal

Nearly two months after Paramount ultimately won the bid to acquire Warner Bros. Discovery, its shareholders will vote on the proposal on Thursday, April 23, per CNBC. 

Shareholder Comes After Competitive Bidding War 

The deal came after Netflix had a deal in place and revamped its offer to $72 billion, but Paramount won the bidding war. 

Paramount offered up $31 per share for all of Warner Bros. Discovery, which includes properties like CNN, Discovery, HBO Max, the film studio, and TNT. 

After the deal, it was announced that Paramount planned to merge HBO Max and Paramount+  into one streaming platform. 

As for additional parts of this deal, the offer includes a $7 billion breakup fee if it doesn't win regulatory approval and Paramount also paid $2.8 billion that Warner Bros. Discovery owed Netflix after their deal fell through. 

Paramount should be able to close on the deal in the third quarter. 

Institutional Shareholder Services, a company that CNBC refers to as a "top proxy advisory firm," said that the shareholders should accept Paramount's deal as it is “the result of a competitive sales process and public bidding war.”

“Further, shareholders are receiving a meaningful premium to the unaffected share price, there is a potential downside risk of non-approval, and the cash consideration provides liquidity and certainty of value to shareholders,” ISS wrote. “Given these factors, support for the proposed transaction is warranted.”

Executive Payout Under Scrutiny 

However, there was one part of the deal that ISS didn't advise, and that was the golden parachute deal for Warner Bros. Discovery CEO David Zaslav that could pay him about $800 million. 

This payout, as mentioned, is known as a golden parachute, which is an obscure tax rule that CNBC reported on last month.