Oregon attorney general Dan Rayfield has withdrawn the state’s records request and motion to delay the closing of the $110 billion Paramount Warner Bros. merger, according to a filing with the Multnomah County Court on Friday.
The state has been investigating the merger 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 subsequently filed and presented a motion in person in Multnomah County Court on Wednesday that aimed to delay the closing by 60 days following Paramount substantially complying with the records request. A hearing on the matter was then scheduled for Monday.
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 over 822,000 documents from the company, in addition to a further 1.2 million documents provided by WBD.
“We are pleased that the Oregon Attorney General has withdrawn its motion to delay this transaction,” a Paramount spokesperson told TheWrap on Friday evening. “It was the right decision and avoids an unwarranted effort to delay a lawful, pro-competitive merger.”
“Antitrust authorities around the world have carefully reviewed this transaction, clearing it or concluding that it does not violate any competition laws,” the 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.”
An ODOJ spokesperson did not immediately return TheWrap’s request for comment.
The Paramount-WBD deal already received approval from the U.S. Department of Justice and Warner Bros. shareholders, though a group of U.S. state attorneys general are mulling possible litigation to block the deal.
It is expected to close by the end of the third quarter and 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 investigation. The EC has also set a July 14 deadline for its review of the deal’s foreign investment.
In addition, U.K. Secretary of Culture, Media and Sport Lisa Nandy informed Paramount and WBD that she’s “minded to intervene” in the deal and asked for her concerns to be addressed. The regulator will decide whether to clear the merger or refer it for a more in-depth investigation by Aug. 7. The FCC will also review the deal’s foreign investment, though a specific timeline for completion has not been announced.
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.
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