Zee Entertainment board today proposed merger between Zee and Sony Pictures Networks India (SPNI) by way of which the eventual shareholding of Sony in Zee will be majority of 52.93 percent.
Sony’s controlling shareholding in Zee involves growth capital of $1.57 billion.
This merger will require shareholder approval for the deal to go through.
Zee and Sony have entered into a 90-day exclusivity period for the deal. Zee shareholders will hold 47.07 percent of the merged entity as per the indicative merger ratio of 61.25 percent in favour of ZEEL.
Zee-Sony merger to create largest entertainment network in India
As part of the transaction, Punit Goenka will continue to be the Managing Director and CEO of the merged entity.
Further, certain non-compete arrangements will be agreed upon between the promoters of ZEEL and the promoters of SPNI.
According to the term sheet, the promoter family is free to increase its shareholding from the current 4 percent to up to 20 percent, in a manner that is in accordance with applicable law.
Majority of the Board of Directors of the merged entity will be nominated by Sony Group.
The Zee board of directors, which met on September 22, approved the execution of a non-binding term sheet with SPNI in relation to a potential transaction involving a composite scheme of arrangement for the merger of the company and Sony India and infusion of growth capital by the promoters of Sony India into Sony India as part of the merger, Zee said in the filing.
Zee-Sony Pictures deal takes care of all stakeholders: Sources
As a part of the transaction, Zee and SPNI will combine their linear networks, digital assets, production operations and programme libraries.
“ZEEL continues to chart a strong growth trajectory and the board firmly believes that this merger will further benefit ZEEL,” R Gopalan, chairman of Zee Entertainment, said in the statement.
“The value of the merged entity and the immense synergies drawn between both the conglomerates will not only boost business growth but will also enable shareholders to benefit from its future successes,” he added.
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