Warner Bros Discovery, shareholders approve Paramount's offer

It is not yet the final seal, but the go-ahead given by the shareholders of Warner Bros. Discovery "by an overwhelming majority" (to quote the words used by the company in its press release) puts a serious mortgage on "The End" of the operation that will bring the group under the control of Paramount Skydance, effectively closing the most delicate chapter on the corporate front and shifting the centre of gravity of the game to the regulatory authorities. A key step, in short, that now opens the way to phase two in order to get to the final yes on a deal wanted with determination (so much so as to blow up a previous agreement between Wbd and Netflix) by the Ellison family together with RedBird Capital, the fund led by Gerry Cardinale, a silent but decisive protagonist of the operation.

In an extraordinary general meeting Warner Bros Discovery obtained approval to sell Skydance to Paramount at $31 per share in cash, in a deal worth over $110 billion including debt. Alongside this cost, however, the assembly pronounced on another issue that had come under the spotlight, decreeing the rejection of the remuneration packages for outgoing top management, starting with CEO David Zaslav. A political, rather than a legal signal. Because the advisory vote is not binding, but it clearly portrays investors' discontent in the face of compensation deemed out of scale.

The heart of the discontent is all in the numbers. According to a document filed by Wbd with the SEC, the exit bill for Zaslav is worth at least USD 550 million, including cash, shares and redemptions. And the figure could go even higher, also depending on the tax mechanisms linked to the accelerated vesting of stock awards. Around him then moves another nine-figure compensation block for the group's top managers. This is where the market has decided to send a message: yes to the transaction, no to the idea that management bonuses could rise to these levels as the company moves towards one of the most complex and controversial integrations in the industry.

On an industrial level, the deal represents a big bang for the media industry globally. Assets such as Hbo, CNN, CBS, Paramount Pictures, Warner Bros., DC, Nickelodeon and Discovery would end up in the new constellation, with in the hands of the Ellison family - credited with proximity to US President Donald Trump - a portfolio of brands, franchises and platforms capable of changing the balance of Hollywood and streaming. The price, however, is just as clear: more scale, but also more leverage, with a debt that goes towards 80 billion dollars. And it is therefore difficult to imagine that everything can take shape without a slimming treatment based on cuts, forced synergies and new cost pressures.

It is no coincidence that, while the board is celebrating the move, there is a growing fray in Hollywood. Actors, directors, unions and film exhibition groups fear that the merger will reduce competition, employment and creative space. The opposition is no longer episodic: it has widened, collected thousands of signatures (4,000 at the moment) and points to the risk of further consolidation in an industry already tried by years of restructuring, model changes and streaming wars.