Government will not block acquisition of Warner Bros Discovery by Paramount

The Culture Secretary has decided not to intervene on the basis of assurances and legally-binding commitments she has secured from Paramount.

Documents

Paramount Deed of Undertaking

PDF, 260 KB, 9 pages

decision letter to Paramount Skydance Corporation

PDF, 114 KB, 1 page

DCMS decision letter to Warner Bros. Discovery Inc.

PDF, 124 KB, 1 page

Paramount Letter of Assurances (3 July)

PDF, 815 KB, 5 pages

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

A copy of the letter of assurances from Paramount and the Deed can be foundon GOV.UK.. The main assurances are:

• 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 contol 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 editorsHow 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.