Mumbai, Sep 22 Financially troubled Zee Entertainment Enterprises Ltd will merge with Sony Pictures Networks India (SPNI).
Accordingly, the board of ZEEL has provided an in-principle approval for the merger.
"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," ZEEL said in a regulatory filing.
"The merger is in line with ZEEL's strategy of achieving higher growth and profitability as a leading Media & Entertainment Company across South Asia.
According to the filing, shareholders of SPNI, will hold a majority stake in the merged entity.
"The shareholders of SPNI will also infuse growth capital into SPNI as part of the merger such that SPNI has approximately $1.575 billion at closing, for use in pursuing other growth opportunities."
"Based on the existing estimated equity values of ZEEL and SPNI, the indicative merger ratio would have been 61.25 per cent in favour of ZEEL. However, with the proposed infusion of growth capital into SPNI, the resultant merger ratio is expected to result in 47.07 per cent of the merged entity to be held by ZEEL shareholders and the balance 52.93 per cent of the merged entity to be held by SPNI shareholders."
Furthermore, ZEEL and SPNI have entered into a non-binding term sheet to combine both companies' linear networks, digital assets, production operations and program libraries.
The term sheet provides an exclusive period of 90 days during which ZEEL and SPNI will conduct mutual diligence and finalize a definitive agreement.
In addition, the filing said that the merged entity will be a publicly listed company in India.
The move to merge ZEE comes at a time when the entity is engaged in a boardroom brawl with the company's two largest shareholders expressing non confidence with existing management and seeking an extraordinary general meeting to sack a few directors, including ZEEL's managing director and CEO Punit Goenka.
Interestingly, under the terms of the merger Goenka is expected to be MD and CEO of the new entity.
The development comes as massive changes are taking place in the sector.
Additionally, not only will the development led to the creation of one of the biggest entertainment and media companies in India but will fulfil individual deficiencies that the two companies separately suffered.
"Sony is strong in the Hindi GEC segment (especially in non-fiction space) where Zee is weak. Zee is strong in movies (across genres) and regional GEC space," said Ashwin Patil, Sr Research Analyst (media) at LKP Securities.
"Zee has 18 per cent network viewership share and Sony should be 10-12 per cent in our view. Additionally Sony is strong in 'Sports' as well. Thus it would be a good strategic fit from broadcast, digital and content perspective."
In addition, Santosh Meena, Head of Research, Swastika Investmart said: "The recent announcement of a deal with Sony will be a very positive trigger for Zee Ltd as it will have a quality promotor and that will ease the issue of corporate governance in the company."
"Though the deal is a non-binding agreement so it will take some time for more clarity but this deal will bring a good synergy for both the company to grow their businesses and the combined entity will become the largest player in the industry."
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