Mumbai: The Board of Directors of ZEE Entertainment Enterprises Limited (ZEEL), unanimously provided an in-principal approval for the merger between Sony Pictures Networks India (SPNI) and ZEEL. The Board has evaluated not only on financial parameters, but also on the strategic value which the partner brings to the table. The Board concluded that the merger will be in the best interest of all the shareholders & stakeholders.
The merger is in line with ZEEL’s strategy of achieving higher growth and profitability as a leading Media & Entertainment Company across South Asia. The Board has authorized the management of ZEEL to activate the required due diligenceprocess.
The parent company of SPNI, Sony Pictures Entertainment will hold a majority stake in the merged entity. It will also infuse USD 1.575 billion at closing, for use and pursuing other growth opportunities.Basis the existing estimated equity values of ZEEL and SPNI, the indicative merger ratio would have been 61.25% in favour of ZEEL.
However, with the above-mentioned infusion of USD 1.575 billion, the resultant merger ratio is expected to be 47.07% held by ZEEL shareholders and the balance 52.93% held by SPNI shareholders.
ZEEL & SPNI have entered into a non-binding term sheet and have agreed to combine both companies’ linear networks, digital assets, production operations and program libraries. The term sheet provides a period of 90 days to both sides during which ZEEL and SPNI will conduct mutual diligence and enter into a definitive agreement. The merged entity will be a publicly listed Company in India.
It is an integral part of the proposed merger that Mr. Punit Goenka continues 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% to upto 20%, in the normal course of business. Majority of the Board of Directors of the merged entity will be nominated by Sony Group.
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