Europe Wont Kill the Paramount-Warner Bros. Deal — but It Could Make David Ellison Wait

Washington appears ready to rubber-stamp David Ellison’s proposed $110 billion merger of Paramount and Warner Bros. Discovery. But while the deal may (despite a brewing challenge from California) sail through the U.S., it could encounter a slower, more complicated review across the Atlantic — one that is more likely to delay the transaction than derail it outright.

Anticipating that scrutiny, Ellison went on a European charm offensive in January, meeting with political leaders and key entertainment figures in France, Germany and the U.K. — including French President Emmanuel Macron — to lobby for the deal and win over regulators who could potentially delay or derail the merger.

Once U.S. regulators complete their review, European Union and U.K. antitrust authorities will take their turn examining the historic studio tie-up. Brussels has broad authority to investigate the competitive impact of a Paramount-Warner merger across cinema distribution, cable TV and streaming markets in all 27 member states.

This is not simply a studio deal. It is a studio-to-studio merger layered on top of networks and competing subscription streaming platforms — HBO Max and Discovery+ on the Warner side; Paramount+ and SkyShowtime, a joint venture with Comcast, on the Paramount side. “This is a studio-to-studio merger plus networks plus SVOD to SVOD, which is complicated in the EU by multiple layers of the [TV] market and 27 member states,” Alice Enders of Enders Analysis tells The Hollywood Reporter. The complexity alone, she notes, makes the regulatory outcome “hard to work out.”

Still, few expect major resistance on the theatrical or streaming fronts. European cinema owners have publicly backed the Paramount-WBD tie-up, preferring it to the alternative scenario of a Warner takeover by Netflix. Even combined, Paramount and Warner’s streaming platforms remain far smaller players in Europe than Netflix or Amazon. “I would not anticipate the SVOD market to be an issue,” Enders says, noting HBO Max has only recently launched in key European territories and Paramount+ is also a late entrant in a market dominated by Netflix and Prime Video.

The thorniest questions are likely to center on traditional television. Unlike Netflix’s previously proposed $82 billion bid for Warners’ film and streaming assets — which would have left WBD’s linear TV business outside the deal — Ellison’s offer covers all of Warner Bros. Discovery. In Europe, that means combining branded channels such as Cartoon Network and Eurosport with Nickelodeon, MTV and Comedy Central, alongside other assets including TVN Group, the major Polish broadcaster owned by WBD.

The regulatory picture is further complicated by the way these channels operate across different tiers depending on territory. Comedy Central, for example, is free-to-air in Germany but 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 licensed to third-party networks and platforms, creating a web of distribution arrangements regulators will need to untangle.

“The European Commission has a lengthy process because of 27 national markets and so many trade bodies and a densely packed ecosystem in networks,” Enders says.

In past media mergers, EU officials have focused on specific overlaps in channels, sports rights or cable bundling to determine whether a deal would distort competition. When Disney acquired 21st Century Fox in 2019, Brussels approved the transaction only after Disney agreed to divest several European factual 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 off some its smaller channels or brands. (Paramount declined to comment for this story.)

The U.K. review may prove more straightforward. Paramount can argue that combining its British operations — including free-to-air Channel 5 and its pay TV channels — with Warner’s U.K. portfolio of lifestyle and factual brands, as well as TNT Sports, a joint venture with BT Group, would not dramatically reshape the competitive landscape.

Another potential flashpoint is financing. The deal is backed in part by significant investment from Middle Eastern sovereign wealth funds, including Saudi Arabia’s Public Investment Fund, the Qatar Investment Authority and Abu Dhabi’s L’imad Holding. The EU’s foreign subsidies regulation, which targets unfair state aid from non-EU governments, will have to clear the transaction. The Middle Eastern connection could trigger deeper scrutiny on both sides of the Channel, analysts say, but is unlikely to block the deal outright.

Paramount’s central argument remains that its bid poses fewer competition concerns than Netflix’s aborted approach because a combined Paramount-Warner would hold less than 20 percent market share in individual European markets.

The company is expected to seek formal EU approval in the coming months, kicking off a 25-working-day preliminary review that can be extended if remedies are offered. If Brussels triggers a Phase II investigation, to examine aspects of the deal in more detail, approval could be further delayed and could put pressure on Paramount’s timeline to close within the next 12 months. The average length of a Phase II investigation in 2025 was more than 15 months. But previous media mergers have sailed through 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 EU greenlight in under five weeks.

Few expect Europe to say no to David Ellison. The real question is how long it will take to say yes.