Warner Bros. Discovery Faces $31 Merger Bar as Regulators Step In

Warner Bros. Discovery Faces $31 Merger Bar as Regulators Step In

June 4, 2026

New York, June 4, 2026, 12:03 EDT

Warner Bros. Discovery traded just under $27 on Nasdaq Thursday, still sitting below the $31-a-share cash offer from Paramount Skydance. Investors watched for a regulatory decision on the deal. Shares were last at $26.97, off 0.1%, after swinging between $26.93 and $27.29 during the session.

Deal spread in focus as WBD trades 13% below bid

Warner Bros. Discovery shares are now about 13% under the Paramount offer price. In deal trading, that spread—the gap between a target’s share price and the takeover offer—is often a sign of the risk investors see, including timing, approvals or a possible failed deal. WBD said in March that the Paramount agreement would pay shareholders $31 per share in cash, with an extra 25-cent “ticking fee” each quarter if the deal isn’t closed after Sept. 30. PR Newswire

Paramount is now waiting on a key antitrust decision in Brussels after seeking European Commission approval for its Warner Bros. Discovery acquisition. The Commission has until July 7 to either greenlight the deal, ask for remedies, or start a longer review. The antitrust check determines if the merger could threaten market competition.

The stock barely budged even as tech shares lost ground. Earlier Thursday, both the S&P 500 and Nasdaq were lower after Broadcom’s revenue miss pressured chip names. Reuters said the Nasdaq Composite was down 0.8% at 9:36 a.m. ET, while the Dow was higher as money moved into other sectors.

WBD holders now face a more focused story. Paramount said in February it will buy Warner Bros. Discovery in a deal worth $110 billion, of which $81 billion is equity. Paramount’s $31-a-share bid beat Netflix’s offer. The deal is set to bring CNN, CBS, HBO Max, Paramount+, Warner Bros. and Paramount Pictures together.

WBD holders have cleared the sale. Board chair Samuel A. Di Piazza Jr. said the vote supported a deal aimed at “unlock[ing] the full value” of the company’s entertainment assets. CEO David Zaslav called the approval “another key milestone” for closing. Wbd

Paramount’s lawyers say the review is routine, not political. Chief legal officer Makan Delrahim, who once ran U.S. antitrust, told the Los Angeles Times “there are no deals with the president.” He said filings are in with regulators in Europe, Canada, the UK and the US. Los Angeles Times

Scale is the pitch. Laurent Yoon at Bernstein Research told Reuters legacy media firms “have to get bigger” to stay in the game. Paramount CEO David Ellison has said there’s a plan for “minimum of 30 films annually” from both studios if the deal is done. Reuters reported WBD ended 2025 with $29 billion in net debt, with net debt defined as total debt minus cash and cash equivalents. Reuters

Peers traded mixed. Paramount Skydance climbed 2.6% to $10.72 with attention on the deal. Netflix, which once tried to buy in and remains the streaming bellwether, was up 0.9% at $82.24.

The stock isn’t treating the $31 payout as a done deal. Delays from regulators, forced divestitures, more debt, or a U.S. government challenge could drag out the process or shift deal terms. Glass Lewis, which supported the Paramount vote, still pointed to antitrust as a risk. Reuters said the Justice Department has sent subpoenas as part of its probe.

Right now, WBD trades more like a merger name than a media earnings play. Not much happening in the quote, but the risk is still there.

Mateusz Brzeziński

Mateusz Brzeziński is a financial and technology journalist at Bez-kabli.pl, covering stocks, artificial intelligence, semiconductors and global market developments. He graduated from the Prague University of Economics and Business in the Czech Republic and previously worked in financial analysis before moving into business journalism. His reporting focuses on the companies, technologies and market trends shaping the global economy.

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