Oregon Attorney General Dan Rayfield has withdrawn the state’s records request and motion to delay the closing of the $110 billion Paramount-Warner Bros. Discovery merger, according to a filing with the Multnomah County Court on Friday.
The state has been investigating the transaction since it was first announced in February and claimed that Paramount had not complied with a records request that was sent to the company in June. That request asked for documents about the company’s lobbying of federal officials in support of the deal, its role in a U.S. Department of Justice statement approving the merger and an internal effort referred to as “Project Warrior.”
ODOJ filed and presented a motion in person in Multnomah County Court on Wednesday that aimed to delay the closing by 60 days following Paramount’s substantial compliance with the records request. A hearing on the motion was subsequently scheduled for Monday morning.
Paramount had argued that the complaint lacked “clear and convincing proof of irreparable harm” and that there was no legal basis to delay the closing.
It also said the state’s request had “nothing to do with whether this transaction complies with Oregon’s antitrust laws” and that it had ample opportunity to investigate, noting that it has given Rayfield’s office over 822,000 documents, in addition to a further 1.2 million documents provided by WBD.
An ODOJ spokesperson told TheWrap that Paramount “made it clear that they weren’t going to comply with the investigative demand, and that they think they’re above the law.”
“We’re not going to let them waste Oregonians’ resources on these games,” the spokesperson added. “We’ve withdrawn the motion to consider our next steps.”
In a statement on Friday, Paramount said that it was “pleased” that Rayfield withdrew the motion.
“It was the right decision and avoids an unwarranted effort to delay a lawful, pro-competitive merger,” the spokesperson added.
The move comes as the Paramount-WBD merger is expected to close by the end of the third quarter. It has already received approval from the U.S. Department of Justice and Warner Bros. shareholders. However, a group of U.S. state attorneys general led by California’s Rob Bonta are mulling possible litigation to block the deal.
Other countries where the deal has received clearance or where relevant waiting periods have expired include Australia, Austria, Canada, China, Kuwait, Saudi Arabia, Serbia, South Africa, Ukraine, Montenegro, New Zealand, and North Macedonia. Foreign direct investment authorities in Spain, Germany, Slovenia, Belgium, Czechia, Italy, France and Romania have also signed off.
Paramount has said that the deal will not close prior to July 22, when the European Commission will decide whether to clear it or refer it for a more in-depth Phase 2 investigation. That deadline was extended after Paramount submitted concessions in order to address the regulator’s concerns during its Phase 1 investigation. The EC has also set an initial deadline of July 14 for its review of the deal’s foreign investment.
In addition to the EU, U.K. Secretary of Culture, Media and Sport Lisa Nandy informed Paramount and WBD that she’s “minded to intervene” in the deal as she investigates whether it would result in a “sufficient plurality” of views in news media and addresses the need for “sufficient plurality of persons with control of the media enterprises, or the enterprises providing on-demand programme services or both.”
Nandy had asked that Paramount and Warner Bros. address her concerns by this past Monday. The regulator will decide whether to clear the merger or refer it for a more in-depth investigation by Aug. 7. The U.S. Federal Communications Commission will also review the deal’s foreign investment, though a specific timeline for completion has not been announced.
“Antitrust authorities around the world have carefully reviewed this transaction, clearing it or concluding that it does not violate any competition laws,” the Paramount spokesperson continued. “That regulatory record underscores what the facts, the law and the economics make clear: this transaction will create a stronger challenger to dominant global streaming and technology platforms, expand consumer choice, increase investment in premium content and theatrical distribution, and create more opportunities for creators and workers. We look forward to completing the transaction and delivering those benefits.”
In the event the transaction does not close by Sept. 30, WBD shareholders will receive a 25 cent per share “ticking fee” for each quarter until closing. In the event that the deal does not close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.
