Paramount Clears U.S. Antitrust Hurdle in $108.4 Billion Warner Bros. Discovery Bid

Antitrust Waiting Period Expires

Paramount announced on Friday that the U.S. antitrust waiting period for its $108.4 billion all-cash hostile takeover bid for Warner Bros. Discovery expired on February 19, clearing a significant regulatory milestone. The Department of Justice's antitrust division had been reviewing the tender offer since December, initially setting a waiting period that was extended after a second request for additional information.

Paramount said it complied with the DOJ's second information request on February 9, triggering a 10-day countdown under the Hart-Scott-Rodino (HSR) Act that concluded at 11:59 p.m. ET on February 19.

Key takeaway: The HSR expiration removes the statutory U.S. obstacle to closing the proposed acquisition, but the DOJ retains authority to continue its investigation and could still challenge the deal.

Deal Landscape: Paramount vs. Netflix

The antitrust clearance comes amid a high-stakes bidding contest for Warner Bros. Discovery's assets. Paramount has offered $30 per share in an all-cash bid, while Netflix has a signed agreement with WBD to acquire the studios and streaming assets at $27.75 per share in a mix of cash and stock, valuing the deal at approximately $82.7 billion.

Bidder	Offer Price	Deal Value	Structure
Paramount	$30/share	$108.4B	All-cash
Netflix	$27.75/share	$82.7B	Cash + stock

A critical complication remains: Paramount does not yet have a definitive agreement with Warner Bros. Discovery. The company has taken the unusual step of pursuing regulatory approvals ahead of securing a deal.

Negotiation Window Closing

Warner Bros. Discovery — with Netflix's approval — opened a seven-day negotiation window for talks with Paramount to seek clarity on its best and final offer. That window closes on Monday, February 23, just days before WBD's Q4 2025 earnings call on February 26.

If Paramount puts forward a higher bid, Netflix has four days to submit a counteroffer. As of February 9, approximately 42.3 million of WBD's 2.48 billion outstanding shares had been validly tendered to Paramount.

Paramount has also secured foreign investment clearance from German authorities in January, further building its regulatory position.

What Comes Next

While Netflix's chief legal officer cautioned that routine HSR milestones do not signal DOJ approval, the expiration nonetheless strengthens Paramount's hand heading into the final stretch of negotiations. The coming days will be pivotal — with the negotiation deadline approaching and earnings on the horizon, the outcome of this media mega-deal could reshape the entertainment industry landscape.