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Washington appears ready to approve the $110 billion merger proposed by David Ellison between Paramount and Warner Bros. Discovery. But while the deal may sail through the United States (despite the challenge facing California), it may face a slower and more complex transatlantic review – a review that is more likely to delay the deal than to derail it altogether.
Anticipating this scrutiny, Ellison launched a charismatic European offensive in January, meeting with political leaders and key entertainment figures in France, Germany and the United Kingdom — including French President Emmanuel Macron — to push for the deal and win favor with regulators who could delay or derail the merger.
Once US regulators complete their review, antitrust authorities in the EU and UK will take their turn examining the historic partnership with the studio. Brussels has broad authority to investigate the competitive impact of the Paramount-Warner merger across the cinema, cable TV and streaming distribution markets in all 27 member states.
This isn’t just a studio deal. It’s a studio-to-studio merger that’s positioned on top of competing networks and subscription streaming platforms — HBO Max and Discovery+ on the Warner side; Paramount+ and SkyShowtime, a joint venture with Comcast, are created by Paramount. “This is an integration of studio to studio plus networks plus SVOD to SVOD, which is complicated in the EU because of multiple layers of [TV] “The market and 27 member states,” said Alice Enders of Enders Analytics. Hollywood Reporter. She noted that complexity alone makes the regulatory outcome “difficult to implement.”
However, few expect much resistance on the theatrical or streaming fronts. European cinema owners have publicly supported the partnership between Paramount and WBD, preferring it to the alternative scenario of Netflix acquiring Warner. Even combined, Paramount and Warner’s streaming platforms remain much smaller in Europe than Netflix or Amazon. “I don’t expect the SVOD market to be a problem,” Enders said, noting that HBO Max only recently launched in key European territories, and Paramount+ is also a late entrant in a market dominated by Netflix and Prime Video.
The thorny questions are likely to focus on traditional television. Unlike Netflix’s previously proposed $82 billion bid for Warner’s film and streaming assets — which would have left WBD’s linear TV business out of the deal — Ellison’s bid covers all of Warner Bros.’ productions. Discovery. In Europe, that means combining branded channels like Cartoon Network and Eurosport with Nickelodeon, MTV and Comedy Central, along with other assets including TVN Group, the major Polish broadcaster owned by WBD.
The organizational picture is further complicated by the way these channels operate across different levels depending on the region. For example, Comedy Central broadcasts free-to-air in Germany but is a licensed pay TV channel in Spain, where it runs on platforms such as Movistar+, Vodafone TV and Orange TV. Individual Warner and Paramount shows are also being licensed to third-party networks and platforms, creating a web of distribution arrangements that regulators will have to sort out.
“The European Commission has a long process ahead of it because there are 27 national markets, many trade bodies and a dense network ecosystem,” Enders said.
In previous media mergers, EU officials have focused on specific overlaps in channels, sports rights, or cable packages to determine whether a deal would distort competition. When Disney acquired 21st Century Fox in 2019, Brussels approved the deal only after Disney agreed to divest several European reality channels, including History and Lifetime, which overlapped with Fox’s National Geographic services in certain territories. To secure EU approval, Paramount may have to sell some of its smaller channels or brands. (Paramount declined to comment for this story.)
The British review may be more clear. Paramount could argue that combining its British operations – including free-to-air Channel 5 and its pay-TV channels – with Warner’s UK portfolio of lifestyle and reality brands, as well as TNT Sports, a joint venture with BT Group, would not significantly reshape the competitive landscape.
Another potential flashpoint is financing. The deal is supported in part by significant investments from sovereign wealth funds in the Middle East, including the Public Investment Fund of Saudi Arabia, the Qatar Investment Authority, and Limad Holding Company in Abu Dhabi. The EU’s Foreign Aid Regulation, which targets unfair state aid from governments outside the EU, will have to approve the deal. Analysts say the Middle East connection could lead to deeper scrutiny on both sides of the Channel, but is unlikely to block the deal outright.
Paramount’s primary argument remains that its offer raises fewer competitive concerns than Netflix’s aborted approach because Paramount-Warner combined would have less than 20 percent market share in individual European markets.
The company is expected to seek formal EU approval in the coming months, to begin an initial 25-business-day review that could be extended if treatments are advanced. If Brussels launches a second-stage investigation, examining aspects of the deal in more detail, approval could be further delayed and could put pressure on Paramount’s timeline for closing within the next 12 months. The average length of achieving Phase 2 in 2025 was more than 15 months. But previous media mergers occurred more quickly. The Disney-Fox merger took less than two months from formal notification to final approval, and Amazon’s acquisition of MGM in 2022 got the green light from the European Union in less than five weeks.
Few expect Europe to say no to David Ellison. The real question is how long it will take to say yes.
