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Dish TV, Videocon d2h merger: CCI seeks TRAI views

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MUMBAI: CCI has sought TRAI's views on the proposed merger of Dish TV and Videocon d2h and as to whether or not the deal, leading to formation of Dish TV Videocon Ltd., will violate anti-trust laws.

Dish TV, owned by Zee Entertainment (ZEEL) and the DTH arm of Videocon Industries had in November last year announced their merger. Dish TV, as per the proposed terms, will own 55 per cent in the new entity, according to Livemint.

A TRAI official confirmed that CCI has sought its views on the subject.

Dish TV India managing director Jawahar Goel had said that “the arrangement of the scheme is merger and we never envisaged a buyout.” The Board of directors of the two giants had earlier approved a scheme of arrangement for the amalgamation of Vd2h into Dish TV and the execution of definitive agreements in relation to such amalgamation.

Pursuant to the Scheme, it was earlier reported, Dish TV Videocon shall issue 857.791 million shares as consideration for the scheme and the Vd2h shareholders shall be allotted 2.021 new shares of Dish TV Videocon for every one share held in Vd2h (subject to certain adjustments as set out in the Scheme), which would result in Dish TV shareholders owning 1,066.861 million existing shares or 55.4% of Dish TV Videocon, and Vd2h shareholders owning 857.791 million new shares or 44.6% of Dish TV Videocon.

The fully diluted share count of Dish TV at 1,066,863,665 shares, which will lead to 857,785,766 shares of Dish TV Videocon being issued to Vd2h shareholders. Exchange ratio rounded off to two decimal places. One Vd2h ADS represents four equity shares of Vd2h.

The proposed transaction was expected to create a leading cable and satellite distribution platform in India. Dish TV Videocon would serve 27.6 million net subscribers in India, as of September 30, 2016, on a pro-forma basis, out of a total of 175 million TV households in India highlighting significant room for growth. The combined entity would have revenue of Rs. 59,158 million and EBITDA of Rs. 18,262 million on a pro-forma basis for the fiscal year ended 31 March 2016 positioning it as a leading media company in India. The proposed transaction is expected to provide better synergies and growth opportunities and enable Dish TV Videocon to provide differentiated and superior service to all customers through deeper after-sales, distribution and technology capabilities, and also become a more effective partner for TV content providers in India.

The proposed transaction remained subject to approvals, including from the Securities and Exchange Board of India, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. The proposed transaction is expected to close in the second half of 2017.

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