The UK Competition and Markets Authority (CMA) has formally cleared Paramount’s acquisition of Warner Bros. Discovery, clearing the latest hurdle in the long-running deal.
Separately, Paramount has entered into a deed of covenant and undertaking with the UK Department for Digital, Culture, Media and Sport (DCMS). DCMS will not issue a Public Interest Intervention Notice in the deal.
DCMS has issued a statement noting that Paramount ”put forward a set of assurances seeking to address the issues raised by the Secretary of State” regarding the deal. The assurances include a commitment not to consolidate the combined Paramount-Warner Bros linear channels with on-demand UK services; and a commitment to Channel 5 remaining a public service broadcaster with editorial independence.
Read the Paramount assurances to DCMS
”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,” read the DCMS statement. ”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.”
”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.”
UK culture secretary Lisa Nandy had previously said she was “minded to intervene” in the deal, citing concerns of plurality of views in news media and of people in control of media enterprises. Paramount’s own statement said it “welcomed the opportunity to engage with DCMS and is pleased to have agreed on a path forward.
Nandy will meet with Paramount in the coming weeks to seek further assurances about the impact of the proposed deal on the wider creative industries. The DCMS statement said she is “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.”
Transaction
The UK CMA clearance is the 66th government or jurisdiction to clear the transaction or choose not to challenge it on competition and/or foreign direct investment grounds.
A statement from Paramount said: “Paramount is grateful to the CMA for its constructive engagement and its review of the transaction.”
The statement took issue with the lawsuit filed by 12 US state attorneys general last month, which is attempting to block the $111bn deal.
“As we have noted, this transaction does not raise antitrust concerns in any market,” read the statement. “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.”
On Tuesday (August 4) a US federal judge scheduled an antitrust trial for March 2027 on the matter, with Paramount CEO David Ellison saying he remains “highly confident this transaction will close” hours later.
Paramount assurances to DCMS
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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.
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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.
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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.
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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.
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