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zee: Sony, Zee sign definitive merger pact amid shareholder spat – Times of India

MUMBAI: Zee Entertainment Enterprises Ltd, India’s largest listed television network, approved a merger agreement with Sony Group Corp’s local unit amid a complicated boardroom and courtroom feud between Zee’s founders and its largest shareholder.
Sony Pictures Networks India Pvt will own a 50.86% stake in the merged entity while Zee’s founders will own 3.99%, according to an exchange filing from Zee on Wednesday. Public shareholders will have the remaining 45.15% as part of the definitive agreement.
The transaction will help expand Sony’s media business in the world’s second-most populous country where Zee commands 17% of the media and entertainment market. The announcement comes three months after Zee and Sony’s non-binding pact was made public on Sept. 22 that escalated a takeover battle between founder Subhash Chandra’s family and Atlanta-based Invesco Developing Markets Fund, which owns a 18% stake, the largest chunk of equity.
Zee’s board also approved the appointment of Punit Goenka, Chandra’s son, as the chief executive officer of the newly created entity, the filing said. Zee’s founders also agreed to cap the equity they may own in the combined company to 20% of its outstanding shares, according to the terms of the deal.
Doubling down
The latest development shows Sony and Chandra are doubling down on their efforts to close this deal. While Chandra is keen to retain his family’s influence on the indebted media firm he founded in 1992, acquiring Zee will give Sony access to its more than 1.3 billion viewers globally, and a vast library of local Indian language content that goes back to the 1990s. Zee’s own streaming platform is also a leader among local players with almost 73 million monthly active users as of end-March.
Invesco, unhappy with the way Zee was run, has been persistently seeking a shareholder meeting to fire Goenka from the board and as CEO.
Zee founders have instead blamed the US fund of having a “certain larger design” in forcing a shareholder meeting. Invesco sought Goenka’s ouster after its attempts to facilitate a buyout of Zee in March by Reliance Industries Ltd. — helmed by Asia’s richest man Mukesh Ambani — fell through.
The Bombay High Court is hearing Invesco’s appeal against an October order that barred the US fund from calling a meeting of Zee’s shareholders. An adverse order for Zee could throw a spanner in the works as Invesco didn’t support the deal with Sony as the terms, even when the non-binding pact was announced in September, allowed Goenka to stay on as the CEO and raise the founders’ shareholding in the combined entity.
The definitive agreement retains those terms. The merger transaction still requires regulatory, shareholder, and third-party approvals.


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