Goel & Dhoot speak Dish TV-Videocon d2h merger


MUMBAI: It was earlier this year that mainstream media was going berserk with the speculation that India’s largest pay TV operator Dish TV was going to acquire the the Dhoot family run rival DTH service Videocon d2h. Repeated denials by Dish TV did nothing to restrain hacks from reporting that an acquisition was almost done. But the facts are out now. Speaking to CNBC TV18 last weekend Dish TV India managing director Jawahar Goel said that “the arrangement of the scheme is merger and we never envisaged a buyout.” Which is probably why most journos got it wrong.

Goel informed CNBC TV18 that he would be chairman & managing director of the new entity, while Saurabh Dhoot will be the deputy managing director. The Dhoot family can also appoint another nominee as vice-chairman of the board. The merger will result in a new pay TV operator with 27.6 million subscribers, commanding 16 per cent or so of the Indian pay TV market.

“The two brands Dish TV and Videocon d2h will continue to operate as distinct brands in the market,” Dhoot clarified to the business news channel.

He added that “both the families - the Goel family and the Dhoot family are very closely associated since a decade, this is really a family affair.”

Post the merger, Dish TV and the public will end up with 36 per cent equity each, while Videocon d2h will have 28 per cent of the equity of Dish TV Videocon. Dhoot further clarified that “Dish TV shareholders would comprise of in terms of ownership of the new entity of 55.4 percent and so around 45 percent would be owned by Videocon D2H shareholders. Dish TV shareholders would own something like 1066 million shares, Videocon d2hshareholders would own 857 million shares and this is an all stock combination swap ratio reflecting the relative values of each business across operating like financial and trading metrics. So subscribers and subscriber addition is factored in, revenue, earnings before interest, taxes, depreciation, and amortization (EBITDA) and growth is factored in and trading metrics are also factored in, so the combination combine Dish’ scale and profitability with d2h scale and growth and the scale and efficiency benefit emanating from such a combination will be a win-win for all stakeholders.”

Goel pointed out that the merger will likely take around seven to eight months and the benefits of the reasonably debt cost that Dish TV enjoys will be passed on to the merged entity. Said he: (The debt) will be around Rs 2,100 crore and EBITDA as reported in the last financial numbers in the past it is around Rs 1,800-1,900 crore…. and the debt will definitely will be the Dish TV debt, which will be coming at the same price or a better price going forward - - so the problem of high cost of debt should not be there.”

But, most importantly, added Dhoot that “the merger would lead to significant cost synergies as well as enhance our ability to grow alternate revenue streams like carriage, advertising, value added services, new channel launches and these are all highly margin accretive. So the proposed combination shall create scale benefits for all stakeholders. There will be better growth opportunities for employees, sales and service networks, larger distribution network, but from an economic standpoint for our shareholders, which includes the existing Dish TV and Videocon D2H shareholders the merged entity will drive value unlocking from combine sourcing, purchasing, product development, improved distribution, customer service and net support, network and infrastructure consolidation and capex. “

Clearly, one plus one could end up being more than two in this case.

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