Paramount Global has set its annual shareholder meeting for July 2, offering the latest signal that the long-gestating merger with Skydance Media is unlikely to close on schedule.In multiple recent regulatory filings and statements, Paramount has maintained its guidance to investors that the $8 billion deal would close during the first half of 2025, which ends June 30. Because it is a “controlled” company, with Non-Executive Chairwoman Shari Redstone and her family owning most outstanding shares, the merger does not require a shareholder vote.Paramount disclosed details about the shareholder meeting, which will be conducted virtually at 9 a.m. ET on July 2, in an updated proxy filing. During the meeting, shareholders will have the chance to vote to add three new members to the company’s board of directors. Attorney Mary Boies, ex-judge Roanne Sragow Licht and venture capitalist Charles Ryan have been nominated by the company’s board governance committee. Counting existing board members, Redstone, Barbara Byrne, Linda Griego and Susan Schuman, the company will have a total of seven directors.Last year, the board shrunk to four members. Some directors stepped down as the merger plan came into focus, including four in the leadup to the company’s 2024 shareholder meeting.The lone hurdle for the Skydance transaction, which followed a lengthy search for a suitor and finally was clinched last summer, remains the approval of the Federal Communications Commission. The FCC review, though, has been clouded by President Donald Trump‘s battle with CBS and 60 Minutes. Trump has filed a $20 billion lawsuit over the news magazine’s handling of an interview with Democratic presidential candidate. FCC Chair Brendan Carr, a Trump appointee who often amplifies Trump’s attacks on media companies, has insisted that the commission’s evaluation of the deal is entirely separate from the lawsuit. Even if that is the case, Carr has indicated that the agency hasn’t meaningfully started its process.Mediation has been ongoing between the parties in the lawsuit. Deadline reported last month that Paramount put forward an 8-figure settlement proposal, but it was rejected by Trump.The delay in the FCC process and the antagonism by Trump have surprised a number of observers, given that Redstone and Skydance backer Larry Ellison are both strong supporters of Trump. As the year began, it appeared the Paramount-Skydance combination would be one of many to take shape in what appeared to be a less-tightly regulated industry. Instead, the deal has been hamstrung by Trump’s personal animus toward CBS.The next major date to look for after the annual meeting is July 7, which will kick off a second 90-day extension to close the deal, carrying the parties into October.Meanwhile, three co-CEOs George Cheeks, Chris McCarthy and Brian Robbins continue to run Paramount, an usual situation meant to see the company through to the merger. In a shareholder letter released along with the amended proxy, they touted Paramount’s accomplishments despite myriad challenges and distractions.“Against the backdrop of a dynamic and complicated time in the macro-economic environment and our industry, we are proud that 2024 proved to be a transformative year for Paramount,” they wrote.A few merger-related shareholder actions by New York and Rhode Island pension funds are still suspended in Delaware Chancery Court. Another, by Mario Gabelli’s GAMECO — the largest holder of Class A stock after Shari Redstone – against National Amusements, was dismissed. While the court has declined to issue an injunction to block the deal, if and when it’s signed and sealed there may well be a queue of Class B shareholders in line to sue.The Class A shares carry super voting rights. That gives Redstone nearly 80% voting control of the company put together by her father Sumner Redstone with just a fraction of the equity. Most shareholders of publicly traded Paramount own Class B shares and objected throughout much of the Skydance negotiations that Redstone did the deal over their heads, reaping outsized benefits.
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