Tuesday, June 25, 2024

Discovery-WarnerMedia Merger Gets European Commission Green Light; U.S. Regulatory Clearance, Deal Closing Anticipated By Mid-2022

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Discovery said Wednesday that the European Commission has granted unconditional antitrust clearance of the company’s proposed acquisition of AT&T’s WarnerMedia business.

“Approval from the European Commission is a key milestone toward completing our proposed transaction with AT&T,” said Discovery CEO David Zaslav, who will be CEO of the combined company. “Today we move one important step closer to creating Warner Bros. Discovery, a premier entertainment company that will be one of the world’s leading investors in premium content and one positioned to serve consumers with what we believe will be the most complete content offering under one roof.”

Discovery currently anticipates the closing of the WarnerMedia transaction to occur in mid-2022, subject to approval by Discovery stockholders and additional customary closing conditions, including other regulatory approvals, namely in the U.S.. No approval is required by AT&T stockholders.

In May, the companies announced a definitive agreement to combine WarnerMedia’s entertainment, sports and news assets with Discovery’s  nonfiction and international entertainment and sports businesses to create a premier, stand-alone global entertainment company.

Under terms of the agreement, which is structured as an all-stock transaction, AT&T would receive $43 billion in a combination of cash, debt securities, and WarnerMedia’s retention of certain debt, and AT&T’s shareholders would receive stock representing 71% of the new company; Discovery shareholders would own 29% of the new company.

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