New Delhi: Zee Leisure Enterprises and Sony Footage Networks India on Wednesday introduced that they’ve signed definitive agreements for his or her merger following conclusion of an unique negotiation interval throughout which each events performed mutual due diligence.
In a joint assertion, the 2 firms mentioned they’ve “signed definitive agreements to merge Zee with and into Sony Footage and mix their linear networks, digital belongings, manufacturing operations and program libraries”.
The agreements comply with the conclusion of an unique negotiation interval throughout which Zee and Sony Footage performed mutual due diligence, it added. When the merger deal was introduced in September, the 2 networks had mentioned Sony would make investments $1.575 billion and maintain 52.93 per cent stake within the merged entity, whereas Zee would maintain the remaining 47.07 per cent.
Beneath the phrases of the definitive agreements, the assertion mentioned SPNI could have a money steadiness of $1.5 billion at closing, together with by way of infusion by the present shareholders of Sony Footage and the promoter founders of Zee.
That is geared toward enabling the mixed firm “to drive sharper content material creation throughout platforms, strengthen its footprint within the quickly evolving digital ecosystem, bid for media rights within the fast-growing sports activities panorama and pursue different progress alternatives”, it added.
In response to the joint assertion, Punit Goenka will proceed to be the managing director (MD) and chief govt officer (CEO) of the merged entity. The vast majority of the board of administrators of the mixed firm will probably be nominated by the Sony Group and can embody the present Sony Footage India Managing Director and CEO N P Singh.
After closing, the brand new mixed firm will probably be publicly listed in India. The closing of the transaction is topic to sure customary closing circumstances, together with regulatory, shareholder, and third-party approvals, the assertion mentioned.
As a part of the deal, Sony Footage Leisure can pay a non-compete charge to sure promoter founders of Zee, which will probably be utilized by them to infuse major fairness capital into Sony Footage India. This may entitle them to amass shares of SPNI, which might ultimately equal roughly 2.11 per cent of the shares of the mixed firm on a post-closing foundation.
The fee of non-compete charge by Sony Footage Leisure, of which Sony Footage India is an oblique subsidiary, will probably be by way of a subsidiary, the assertion mentioned.
“After the closing, Sony Footage Leisure will not directly maintain a majority 50.86 per cent of the mixed firm, the promoters (founders) of Zee will maintain 3.99 per cent, and the opposite Zee shareholders will maintain a forty five.15 per cent stake,” it added.
Beneath the definitive settlement, the promoter founders of Zee have agreed to restrict the fairness that they could personal within the mixed firm to twenty per cent of its excellent shares. This assemble doesn’t present them any pre-emptive or different rights to amass fairness of the mixed firm from the Sony Group, the mixed firm or another celebration, the assertion mentioned.
Sony Footage Leisure Chairman of World Tv Studios and SPE Company Growth, Ravi Ahuja mentioned, “As we speak marks an essential step in our efforts to convey collectively a few of the strongest management groups, content material creators, and movie libraries within the media enterprise to create extraordinary leisure and worth for Indian shoppers.”
Sony Footage India MD and CEO NP Singh mentioned the merger will create an organization that’s “finest at school and can redefine the contours of the media and leisure business”.
Goenka mentioned, “The mixed firm will create a complete leisure enterprise, enabling us to serve our shoppers with wider content material selections throughout platforms…This merger presents a big alternative to collectively take the companies to the subsequent degree and drive substantial progress within the international area.”