If Paramount Global were to accept the joint bid from Apollo Global Management and Sony Pictures Entertainment, its Achilles’ heel would be the U.S. Antitrust Laws and U.S. regulations restricting foreign ownership of media companies. Sony Pictures is a division of the Tokyo-based Sony Group Corporation.

On May 1, the two companies jointly submitted a $26 billion all-cash offer for Paramount Global, while the exclusive merger talks with Skydance Media are ending today (May 3).

Skydance offered to buy National Amusement — the controlling shareholder of Paramount — in cash, and then have Paramount acquire Skydance in an all stock deal. The Skydance deal was favored by National Amusement, but not by other shareholders.

Under the Apollo-Sony deal, Sony would become the significant majority shareholder, with Apollo taking a minority stake. The deal includes assumption of Paramount’s debt of $14.6 billion.

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