The U.K. has cleared Paramount Skydance’s $111 billion acquisition of Warner Bros. on both competition and public interest grounds after Paramount beefed up promises about programming and news provision in the country.
In a statement, the U.K.’s Department of Culture, Media and Sport said, “Today, the Competition and Markets Authority have announced their decision that there are no competition aspects of this proposed merger in the U.K. which necessitate their further intervention.”
Among the areas that the CMA looked at were theatrical film distribution, linear children’s TV channels and the supply of subscription VOD services.
The DCMS added that Lisa Nandy, the Culture Secretary, had decided “not to issue a Public Interest Intervention Notice on the basis that the assurances and further legally-binding commitments she has secured at this point from Paramount provide a set of protections that will help safeguard the continued availability of a diverse range of broadcasting and on-demand services in the U.K.; the continuation of their distinct editorial identities; and, the distinct editorial identities of key U.K. news programs.”
The U.K. government received the following assurances from Paramount:
- Media and streaming services: “Paramount set out clear intentions not to consolidate the Combined Group’s linear channels with its on-demand services in the U.K., and Paramount has made a commitment that they shall retain their distinct editorial identity.”
- Children’s programming: “Paramount has promised that its children’s channels, including Nickelodeon and Cartoon Network, shall remain editorially distinct and continue to commission and acquire original U.K. children’s content.”
- News plurality and editorial independence: “Paramount has promised to ensure that Channel 5 News maintains its editorial independence, that its editorial direction shall remain entirely separate from CBS News and CNN International, and that CNN International will continue to be available in the U.K. In addition, it has given assurances that the provider of Channel 5 News will continue to have editorial control and independence over news programming and that bona fide licensees will enjoy continued access to the CNN, CBS News and Channel 5 news archives on standard commercial terms.”
- Channel 5 and U.K. investment: “Paramount has committed that Channel 5 will continue to operate as a Public Service Broadcaster fulfilling its PSB license obligations. Channel 5’s commissioning strategy will remain focused on the U.K., with Paramount committing more funding to support high-quality news, original children’s programming and drama.”
Reacting to the U.K. decision, Paramount placed it in the context of its antitrust showdown in March 2027 against California attorney general Rob Bonta and his coalition of 11 other state AGs. “These conclusions further demonstrate the misguided and gerrymandered market definitions relied upon by the U.S. state AGs in their antitrust complaint in California,” a Paramount spokesperson said.
Below is the official statement issued by the U.K.’s Department of Culture, Media and Sport:
Public statement- Proposed acquisition of Warner Bros Discovery by Paramount: decision of no intervention on Public Interest Intervention or Foreign State Influence grounds
The Culture Secretary has decided not to intervene on the basis of assurances and legally-binding commitments she has secured from Paramount.
From: Department for Digital, Culture, Media and Sport and Department for Culture, Media and Sport
Published: 6 August 2026
Details
Public statement
On 30 June 2026, DCMS wrote to Paramount and Warner Bros Discovery on behalf of the Culture Secretary informing them, under the Enterprise Act public interest regime, that she was minded to intervene in the proposed merger between the two companies on the basis that the merger may impact on media plurality in the UK, including in relation to children’s programming, editorial independence and news media. The Secretary of State also issued a
Written Ministerial Statement to this effect in Parliament. Both the “minded to” letter and the parliamentary statement were clear about the Secretary of State’s concerns in relation to this proposed transaction.
The parties were given the opportunity to make representations to the Secretary of State by 6 July in response to her concerns. Paramount put forward a set of assurances seeking to address the issues raised by the Secretary of State. These assurances included a range of commitments on future investment in the UK, maintaining the distinct editorial identities of key services and the editorial independence of news. Following further discussions with DCMS officials, Paramount offered to strengthen those assurances and turn them into legally-binding commitments by way of a ‘deed of undertaking’ made in the Secretary of State’s favour.
Today, the Competition and Markets Authority have announced their decision that there are no competition aspects of this proposed merger in the UK which necessitate their further intervention.
In parallel, after careful consideration, the Secretary of State has decided not to issue a Public Interest Intervention Notice (PIIN) on the basis that the assurances and further legally-binding commitments she has secured at this point from Paramount provide a set of protections that will help safeguard the continued availability of a diverse range of broadcasting and on-demand services in the UK; the continuation of their distinct editorial identities; and, the distinct editorial identities of key UK news programmes.
Paramount has committed to providing the Secretary of State with annual statements of compliance with the undertakings in the deed and DCMS will closely monitor their implementation. In the circumstances, she has decided to accept the deed and has informed the parties of her decision. She will update Parliament of her decisions formally when it returns from Summer Recess in September.
The Secretary of State has taken this decision based on the specific powers she currently has available to her under the Enterprise Act, which only relate to matters concerning UK broadcasting and news media landscape. As set out in the “Watch this Space” Green Paper published on 23 June, the media sector is undergoing a profound and rapid transformation. The Secretary of State believes it is of the utmost importance to protect plurality, diversity and distinct British voices across our wider creative industries, including film, and shares the concerns about the impact consolidation could have on the UK’s creative industries.
She will be meeting with Paramount in the coming weeks with a view to seek assurances about the impact of this proposed deal on the wider creative industries. Beyond this the Secretary of State is also considering all avenues - ranging from changes to existing powers to further legislation should it be necessary - to ensure the government has the ability to protect plurality, diversity and British content when it is under threat.
Assurances from Paramount
- Media and streaming services: The assurances offered by Paramount set out clear intentions not to consolidate the Combined Group’s linear channels with its on-demand services in the UK, and Paramount has made a commitment that they shall retain their distinct editorial identity.
- Children’s programming: Paramount has also promised that its children’s channels, including Nickelodeon and Cartoon Network, shall remain editorially distinct and continue to commission and acquire original UK children’s content.
- News plurality and editorial independence: Paramount has promised to ensure that Channel 5 News maintains its editorial independence, that its editorial direction shall remain entirely separate from CBS News and CNN International, and that CNN International will continue to be available in the UK. In addition, it has given assurances that the provider of Channel 5 News will continue to have editorial control and independence over news programming and that bona fide licensees will enjoy continued access to the CNN, CBS News and Channel 5 news archives on standard commercial terms.
- Channel 5 and UK Investment: Paramount has also committed that Channel 5 will continue to operate as a Public Service Broadcaster fulfilling its PSB licence obligations. Channel 5’s commissioning strategy will remain focussed on the UK, with Paramount committing more funding to support high-quality news, original children’s programming and drama.
Video-on-demand services
The Secretary of State’s Written Ministerial Statement noted that should she decide to intervene in this case, she would bring forward secondary legislation to amend the plurality of control public interest consideration set out in the Enterprise Act, to enable Ofcom to examine the impact of the proposed acquisition on video-on-demand services. While DCMS will no longer be bringing forward secondary legislation in relation to this specific merger, the Secretary of State may do so in future, given the role on-demand viewing now plays in the market.
Foreign state influence regime
Having considered the proposed merger under the statutory Foreign State Influence regime, the Secretary of State has concluded that she does not have reasonable grounds to suspect that her duty to issue a Foreign State Intervention Notice has arisen. She is therefore currently not minded to intervene in this case. The Secretary of State will reassess the position if any new information comes to light suggesting otherwise.
Notes to editors
How long do Paramount’s commitments last?
The commitments in the deed are to come into effect on the date on which the transaction completes, and to remain effective for a period of five years. Commitments relating to Channel 5 will remain in effect until 31 December 2034, when Channel 5’s current public service broadcasting licence ends.
What about film and cinema?
Under the Enterprise Act 2002, the Secretary of State’s role in this merger process is strictly defined. Her powers of intervention are limited specifically to Public Interest considerations, which focus on issues such as media plurality and editorial independence. Issues relating to the effect of the merger on film and cinema are for the CMA to examine, as the responsible body for assessing the competition aspects of the merger.
--Ends--
Below is Paramount Skydance Corporation's official press release announcing the news, courtesy of
PR Newswire:
UK COMPETITION AND MARKETS AUTHORITY APPROVES PARAMOUNT SKYDANCE CORPORATION ACQUISITION OF WARNER BROS. DISCOVERY
LOS ANGELES and NEW YORK, Aug. 6, 2026 /PRNewswire/ -- The United Kingdom Competition and Markets Authority has today formally cleared the acquisition of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") by Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount"), representing an important milestone in completing the transaction.
Paramount is grateful to the CMA for its constructive engagement and its review of the transaction.
Separately, Paramount has entered into a deed of covenant and undertaking with the UK Department for Digital, Culture, Media and Sport. Paramount welcomed the opportunity to engage with DCMS and is pleased to have agreed on a path forward.
Paramount has already received competition clearances from antitrust and competition authorities in: the United States, Australia, Brazil, Canada, China, Kuwait, Montenegro, New Zealand, North Macedonia, Saudi Arabia, Serbia, South Africa, South Korea, Ukraine, and by the European Commission, and the COMESA Competition Commission.
Additionally, Paramount has received foreign direct investment clearances in Australia, Belgium, Czechia, Germany, France, Italy, New Zealand, Romania, Spain, and Slovenia. The transaction was also unconditionally approved by European Commission under its Foreign Subsidies Regulation regime and by the Austrian Federal Competition Authority under its media merger control regime.
With the clearance from the Competition and Markets Authority, bodies and governments representing 66 jurisdictions have either cleared the transaction or chosen not to challenge it on competition and/or foreign direct investment grounds.
These clearances recognize that the combination of Paramount and WBD will enhance consumer choice and enable a creative-first company to invest in more projects and bring stories to audiences worldwide. It will create a scaled media and entertainment company capable of competing with the tech companies that have come to dominate the industry, strengthening the media ecosystem and creating more opportunities for creatives both in front of and behind the camera.
As we have noted, this transaction does not raise antitrust concerns in any market. Today's clearance by the CMA further reinforces that. Similar to the European Commission, which cleared the transaction on 22 July 2026 after months of careful review, the conclusions reached by the CMA directly refute the assumptions that underpin the US state AGs' complaint seeking to block the transaction, despite federal approval. When considering theatrical film distribution, the CMA concluded that the merged entity "would continue to face competition from these three major studios and a range of other smaller studios." At several points, the CMA review considered how other forms of content distribution directly compete with SVOD. Moreover, in its assessment of linear cable and in particular children's TV channels, the CMA highlighted the competitive constraint from free-to-air channels and children's content available via SVOD, and in relation to the supply of SVOD services, the constraint imposed by broadcast video on demand services and other SVOD suppliers. These conclusions further demonstrate the misguided and gerrymandered market definitions relied upon by the US state AGs in their antitrust complaint in California.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. Paramount's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.
PSKY-IR
Cautionary Note Concerning Forward-Looking Statements
This communication contains "forward-looking statements" regarding the merger. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount or WBD. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the merger will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Paramount or WBD during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the merger, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount's streaming business; the adverse impact on Paramount's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to invest in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining Paramount's intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance successfully and to achieve anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024, between Paramount Global and Skydance, potentially resulting in substantial costs; volatility in the price of Paramount's Class B common stock; the effect Paramount's dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount's stockholders may not realize any change of control premium on shares of Paramount's Class B common stock and that Paramount may become subject to the control of a presently unknown third party; risks associated with Paramount's status as a "controlled company" under Nasdaq rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of Paramount's Class B common stock; risks that anti-takeover provisions in Paramount's amended and restated certificate of incorporation (the "Charter") and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in the Charter could limit a stockholder's choice of forum for certain claims and discourage lawsuits against Paramount's directors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount; risks associated with Paramount's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; disruptions the merger may cause to Paramount's and WBD's business and commercial relationships; the negative impact that a failure to consummate the merger could have on Paramount's business, financial condition, results of operations and stock price; the risk that the merger may be prevented or delayed or the anticipated benefits reduced if Paramount does not obtain certain regulatory approvals; the risk that the Merger Agreement may be terminated in accordance with its terms, including if any conditions to the closing of the merger are not satisfied; the risk that litigation relating to the merger could prevent or further delay the closing of the merger or result in the payment of damages after closing; challenges realizing synergies and other anticipated benefits expected from the merger, including integrating WBD's business successfully; risks to Paramount's business, financial condition or results of operations as a result of the incurrence of substantial costs and indebtedness in connection with the merger; and risks of reduced ownership and economic interest by Paramount's existing stockholders as a result of the merger. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, Paramount's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, and Paramount's Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and WBD's Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026, including, in each case, in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and WBD's subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at
www.sec.gov, ir.wbd.com or on request from Paramount or WBD. Paramount undertakes no obligation to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
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