sony zee deal: ZEE-Sony merger cleared by stock exchange

The proposed merger between ( ZEE ) and Culver Max Entertainment, formerly Sony Pictures Network India ( SPN ), has received approvals from the stock exchanges – Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

ZEE said in a statement that the approvals are a “solid and positive step” in the overall merger approval process and allow the company to proceed with the next steps in the overall integration process.

The two companies had already filed an application for license with the Competition Commission of India (CCI) and will now file for National Company Law Tribunal (NCLT) approvals and other regulatory approvals.

ZEE and SPN had signed a definitive agreement on December 22 last year to merge the two companies.

The proposed merger will see ZEE merged into SPN and upon closing, the merged company will be publicly listed in India. Under the terms of the definitive agreements, SPN will have a cash balance of USD 1.5 billion (assuming an INR to USD ratio of 75:1) at closing, including through infusions from existing SPN shareholders and ZEE promoters.

As part of a non-compete agreement, the SPE will pay Rs 1,101.31 crore to the founding promoters of ZEE as a non-compete fee, which will be used by the promoters to infuse initial equity capital into SPN, entitling them to purchase an additional 2.11% stake. do from the merged company

After the merger, SPE will own 50.86% of the merged company, while ZEE’s promoters will own 3.99%. Existing ZEE shareholders will own 45.15% of the combined company.

As per the agreement, Puneet Goenka, MD and CEO of ZEE, will lead the merged company as Director and CEO. The board will have nine directors, of which Sony Group will nominate five, while three will be independent.

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