The companies do not compete anywhere, Stephenson said, adding mergers of this nature usually get done by making concessions to regulators.
Stephenson said content and distribution are converging, and he argued that this deal is a natural evolution of the industry.
"Why put the two companies together?" he asked rhetorically, "speed."
"The world of distribution and content is converging and we need to move fast and if we want to do something truly unique, begin to curate content differently, begin to format content differently for these mobile environments, and this is all about mobility," he said.
Any innovation will be available to the entire marketplace, Stephenson added. "We are not talking about changing how the content is made available to other people or customers or distributors.
"They don't actually have to do anything, nor did we. That's why we didn't consolidate with the other media companies," he said, referring to Time Warner's rejection in 2014 of an $80 billion bid from Twenty-First Century Fox.
Bewkes said he plans to stay on at the new company for one or two years after the close of the transaction.