Zee Entertainment Enterprises and Sony Entertainment has made their merger official as the board announced the same. This merger is in line with its strategy of achieving higher growth and profitability as a leading media and entertainment company across South Asia.
Following the proposed merger, SPNI shareholders will hold a 52.93 percent stake in the combined entity and Zee shareholders will own a 47.07 percent stake. Punit Goenka will continue to be the managing director and CEO of the merged entity.
According to the deal, Sony Pictures Entertainment will infuse USD 1.575 billion in the merged entity. Punit Goenka will continue as MD & CEO of the merged entity.
While giving its in-principal nod to the deal, the ZEE Board said that it evaluated not only on financial parameters but also on the strategic value which the partner brings to the table.
“The shareholders of SPNI will hold a majority stake in the merged entity,” ZEE Entertainment said in a stock exchange filing on September 22. “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.”
The Sony Group will have the right to nominate majority directors on the board of the merged entity.
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 Entertainment and Sony Picture Merger – What the Chairman says
As a part of the transaction, Zee and SPNI will combine their linear networks, digital assets, production operations and programme libraries.
According to the term sheet, Zee’s promoter family is free to increase its shareholding from the current 4 percent to up to 20 percent.
“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.”
The announcement comes a week after activist Zee shareholders made an open call for the ouster of promoters and the incumbent management led by Goenka.
Punit Goenka will continue as MD & CEO of the merged entity
Proxy advisory firm Ingovern had raised concerns over the role of the audit committee headed by Goenka after the company’s biggest shareholder – Invesco Developing Markets Fund and OFI Global China Fund – called for his removal.