Highlights
- Paramount Skydance informed that the DOJ waiting period for its $108.4B bid to acquire Warner Bros. Discovery has expired.
- WBD board still favors its $82.7B agreement with Netflix, keeping Paramount’s hostile takeover uncertain.
- DOJ review continues alongside shareholder approval, regulatory clearance, and scrutiny from U.S. senators.
Paramount Skydance has said that the U.S. Department of Justice’s (DOJ) statutory antitrust waiting period for its proposed $108.4 billion USD all-cash bid to acquire Warner Bros. Discovery (WBD) expired on Feb 19. According to the company, the expiration of the 10-day waiting period implies that “there is no statutory impediment in the U.S. to closing Paramount's proposed acquisition of WBD.”
The company had submitted its certification of compliance to the DOJ on Dec 23, 2025, following the DOJ’s Second Request for Information under the Hart-Scott-Rodino Antitrust Improvements Act. Paramount’s announcement marks the latest escalation in the bidding war for Warner Bros. Discovery, which has already agreed to sell its properties to Netflix in a separate $82.7B deal.
The WBD board has repeatedly rejected Paramount's bid, launched as a hostile offer to the Netflix-WBD merger. However, the company has prompted renewed talks with WBD’s board on Feb 17, under a seven-day waiver from the Netflix agreement. WBD, which has repeatedly claimed that Netflix’s offer is superior, has yet to endorse Paramount’s proposal.
Paramount Clears Antitrust Milestone, Obstacles Remain
With the waiting period closed, there is no longer a statutory U.S. legal obstacle that would automatically block the deal, but the substantive antitrust investigation continues. Netflix chief legal officer, David Hyman, emphasized, “routine HSR milestones do not signal DOJ approval,” while stating that Paramount is “a long way” from getting the approvals needed to close the deal.
The first obstacle for Paramount is proving to the WBD board and shareholders that the company’s rival offer is superior to the Netflix-proposed merger. The company also acknowledged that the WBD acquisition is dependent on various factors, “including entry into a definitive merger agreement with WBD, shareholder approval, and regulatory clearance in other relevant jurisdictions.”
Additionally, the DOJ retains authority to seek additional information, continue its review, and potentially sue to block the transaction before closing. In a similar move, the DOJ sued to block the JetBlue-Sprint merger in 2023, after its waiting period had ended.
Eight U.S. Democratic senators, led by Sen. Corey Booker (D-N.J.), also sent a letter to David Ellison, Paramount Skydance's chairman and chief executive officer, instructing that the company preserve “all communications, information, and documents related to Paramount’s proposed acquisition of Warner Bros. Discovery and the DOJ’s Second Request for Information.” The letter especially highlighted communication information with anyone related to President Donald Trump in any capacity, including White House and DOJ political appointees.
On the other hand, the agreed Netflix-WBD merger is also going through antitrust scrutiny. While Paramount has cleared an important procedural antitrust threshold, it has time till Feb 23 to resubmit its “best and final” offer to the WBD board. With this backdrop of a multi-front bidding war, who wins Warner’s extensive library, including Harry Potter, DC universe, and Game of Thrones franchise, remains to be seen.
