On September 22, Zee Entertainment and Sony Pictures Networks India (SPNI) announced a merger and the 90-day period to conduct due diligence for the process comes to a close on December 21.
At the end of November, Punit Goenka, managing director and chief executive officer of Zee, had said that the “proposed merger is in the final stages”. Here’s all you need to know about the deal.
Following the proposed merger, SPNI shareholders will hold a 52.93 percent stake in the combined entity and Zee shareholders will own 47.07 percent. The merged entity’s nine-member board will include five Sony executives.
These include Tony Vinciquerra, chairman and CEO of Sony Pictures Entertainment (SPE); Ravi Ahuja, chairman, Global Television Studios and SPE corporate development and Erik Moreno, executive vice-president, corporate development and M&A, SPE, according to a report in The Economic Times. The Sony Group will also have the right to nominate majority directors on the board of the merged entity.
Zee said that SPNI has agreed to the appointment of Goenka as MD and CEO of the merged entity as an integral part of the deal. It is expected that three independent directors will be selected from the current Zee board.
The term sheet also includes a clause that Zee’s promoter family is free to increase its shareholding from the current 4 percent to up to 20 percent. This became a cause of concern for shareholders which Zee is likely to address and clarify that such a process will not be dilutive to other shareholders, the ET report quoted above said.
The Zee-Invesco issue
While Zee and Sony are likely to close the merger, Zee’s largest shareholder Invesco in an open letter had raised issues against the stake enhancement of the promoter family. Invesco in the letter dated October 11 had asked “why the founding family, which holds under 4% of the company’s shares, should benefit at the expense of the investors who hold the remaining 96%”.
In addition, Invesco had demanded an extraordinary general meeting (EGM) to rejig the board and for Goenka’s ouster and took the matter to court when Zee did not call the meeting.
The Zee-Invesco matter is currently being argued at the National Company Law Tribunal (NCLT), National Company Law Appellate Tribunal (NCLAT) and Bombay High Court.
At loggerheads with Zee, Invesco’s vote for a merger with Sony will be key for the media company as Invesco along with OFI Global China Fund together hold 17.88 percent in Zee.
Significance of the merger
Analysts said that the merger between Zee and Sony will bring tremendous synergies between the two companies that will exponentially grow the business and the sector.
Experts had also pointed out that the merger will create the largest entertainment network in India with a 26 percent viewership share. In addition, Zee-Sony combined will command a share of 51 percent as of Q1FY22 data in the Hindi general entertainment channel (GEC) segment, which is the top genre on TV in terms of viewership. In Hindi movies, which is another top-performing genre, the Zee-Sony entity will have a viewership share of 63 percent.This is why analysts said that consolidation is a big positive and that the merged entity is a serious contender to replace market leader Star and Disney in the medium to long term.