Warner Bros. Discovery shareholders will soon render a verdict on Hollywood’s biggest merger in nearly a decade.

Warner has set an April 23 special meeting of stockholders to vote on the company’s proposed sale, for $31-a-share, to the Larry Ellison family’s Paramount Skydance.

The $111-billion deal is expected to reshape the entertainment industry by combining two historic film studios, dozens of prominent TV networks, including CBS, HBO, HGTV and Comedy Central, streaming services and two news organizations, CNN and CBS News. The tie-up would give Paramount such beloved characters as Batman, Wile E. Coyote, and Harry Potter, television shows including “Hacks,” and “The Pitt,” and a rich vault of movies that includes “Casablanca,” and “One Battle After Another.”

The $31-a-share offer represents a 63% increase over Paramount Chairman David Ellison’s initial $19-a-share proposal for the company in mid-September, and a 147% premium over Warner’s stock’s trading levels prior to news of Ellison’s interest.

“This transaction is the culmination of the Board’s robust process to unlock the full value of our world-class portfolio,” Warner Bros. Discovery Chief Executive David Zaslav said Thursday in a statement. “We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”

Paramount hopes to finalize the takeover by September. It has been working to secure the blessing of government regulators in the U.S. and abroad.

Should those regulatory deliberations stretch beyond September, Paramount will pay shareholders a so-called “ticking fee” — an extra 25 cents a share for every 90-day-period until the deal closes.

The transaction will leave the combined company with nearly $80-billion in debt, a sum that experts say will lead to significant cost cuts.

For weeks it appeared that Netflix would scoop up Warner Bros.

Netflix initially won the bidding war in early December with a $27.75 offer for the studios and streaming services, including HBO Max. But Ellison refused to throw in the towel. He and his team continued to lobby shareholders, politicians and Warner board members, insisting their deal for the entire company, including the cable channels, was superior and they had a more certain path to win regulatory approval.

The Ellison family is close to President Trump. This week, Trump named Larry Ellison to a proposed White House council on technology issues, including artificial intelligence.

Warner’s board, under pressure, reopened the bidding in late February to allow Paramount to make its case. Warner board members ultimately concluded that Paramount’s bid topped the one from Netflix and the streamer bowed out. Paramount paid a $2.8-billion termination fee to Netflix and signed the merger agreement on Feb. 27.

Warner’s board is advising its shareholders to approve the Paramount deal. Failure to cast a vote will be the same as a no-vote, according to the company’s proxy.

Warner’s largest shareholders include the Vanguard Group, BlackRock, Inc. and State Street Corp.

Zaslav has significant stock and options holdings, worth about $517 million at the deal’s close, according to the proxy.

The regulatory filing also disclosed that a mysterious bidder had surfaced at the auction’s 11th hour.

A firm called Nobelis Capital, Pte., reportedly based in Singapore, alerted Warner on Feb. 18 that it was willing to pay $32.50 a share in cash.

The firm said it had placed $7.5 billion into an escrow account. However, Warner’s bankers “could not find the purported deposit at J.P. Morgan,” according to the proxy. And there was no evidence that Nobelis had any assets or any “equity or debt financing” lined up, Warner said, adding that it “took no further action with respect to the Nobelis proposal.”

WASHINGTON — The Supreme Court on Wednesday made it harder for music and movie makers to sue for online piracy, ruling that internet providers are usually not liable for copyright infringement even if they know their users are downloading copyrighted works.

In a 9-0 decision, the justices threw out Sony’s lawsuit and a $1-billion jury verdict against Cox Communications for copyright infringement.

Lower courts upheld the lawsuit against Cox’s internet service for contributing to music piracy, which the company did little to stop.

Sony’s lawyers pointed to hundreds of thousands of instances of Cox customers sharing copyrighted works. Put on notice, Cox did little to stop it, they said.

But the high court said that is not enough to establish liability for copyright infringement, which remains a hot button issue in the music and film industries with the advent of AI tools that have spread the misuse of copyrighted content and sparked lawsuits between studios and AI companies.

“Under our precedents, a company is not liable as a copyright infringer for merely providing a service to the general public with knowledge that it will be used by some to infringe copyrights,” Justice Clarence Thomas wrote for the court.

Two decades ago, the court sided with the music and motion picture producers and ruled against Grokster and Napster on the grounds their software was intended to share copyrighted music and movies.

But on Wednesday, the court said “contributory” copyright infringement did not extend to internet service providers based on the actions of some of their users.

“Cox provided Internet service to its subscribers, but it did not intend for that service to be used to commit copyright infringement,” Thomas said. “Cox neither induced its users’ infringement nor provided a service tailored to infringement.”

Mitch Glazier, the chairman of the Recording Industry Assn. of America, said he was “disappointed” in the court’s ruling, as the case was “based on overwhelming evidence that the company knowingly facilitated theft.”

“To be effective, copyright law must protect creators and markets from harmful infringement and policymakers should look closely at the impact of this ruling,” Glazier said in a statement. “The Court’s decision is narrow, applying only to ‘contributory infringement’ cases involving defendants like Cox that do not themselves copy, host, distribute, or publish infringing material or control or induce such activity.”

Karyn Temple, senior executive vice president for the Motion Picture Assn., said in a statement that the decision “upends the critical legal doctrine of contributory infringement for copyright.” She added: “Unfortunately, the Court’s opinion today ignores this well-established rule and congressional intent, which is particularly disappointing amidst a growing consensus about the need for more accountability for facilitating harmful online conduct, not less.”

In its defense, Cox argued that internet service providers could be bankrupted by huge lawsuits for copyright infringement, which they said they did not cause and could not prevent.

“The decision means that the Supreme Court isn’t coming to the entertainment industry’s rescue,” said attorney Michael K. Friedland. “The copyright infringement problem is a technological problem. The modern internet makes infringement really easy. The decision means that the industry is going to have to solve the problem itself — by developing its own better technology to protect its intellectual property.”

Rachel Landy, who teaches copyright law at Cardozo Law School in New York, said the music industry has no good options and may need to go to Congress.

“The record industry could go after the individual users who share works online without authorization, but that led to suboptimal outcomes in the past: bad publicity and judgment-proof defendants,” Landy said. “And now, the court has narrowed the contributory liability doctrine such that they are also unlikely to get recourse from the deeper pockets. It may be that their best recourse is to go to Congress for a fix.”

The American Civil Liberties Union and the Center for Democracy and Technology joined the case in support of Cox and welcomed the decision.

It is “a win for freedom of speech,” said Samir Jain, a CDT attorney. “If the court hadn’t decided in favor of Cox, it would have turned internet service providers into censorship machines acting on behalf of powerful rights-holders.”

Times staff writer Cerys Davies in Los Angeles contributed to this report.