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Zee Learn-THEAL merger share swap ratio revised, approved

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MUMBAI: A revised scheme of amalgamation of Zee Learn Limited (ZLL) with Tree House Education & Accessories (THEAL) has been approved by the Boards of Directors of both the companies.

The revised share swap ratio of 1:1 for the merger of THEAL with ZLL was agreed upon by shareholders at a meeting on 16 August 2016. Earlier, the plan was to issue 5:3 shares of Zee Learn for each share of Tree House.

Both ZLL and THEAL are primarily engaged into business of pre-school activities.

The Board of Directors of ZLL at its meeting held on 23 December 2015 had approved a merger of THEAL with ZLL subject to requisite statutory and regulatory approvals.

As a part of evaluation of financial results of THEAL for the quarter ended 31 March , 2016 and for the financial year ended 31 March, 2016, ZLL decided to keep on hold the plan and the matter was referred to the Merger Evaluation Committee (MEC).

“MEC was authorised to look into and suggest the way forward to re-work the deal of merger to ensure consolidation of business in the best interest of the shareholders,” said ZLL in an official statement to the Bombay Stock Exchange.

The statement went on to add that the Board unanimously approved a revised scheme (including appointed date and share exchange ratio) for the merger of THEAL with ZLL. The scheme will be implemented subject to approval of shareholders and creditors of the company and applicable regulatory authorities.

In another statement, THEAL informed its shareholders, “Your company is trying to overcome the challenges faced in recent quarters by bringing in several cost control measure along with closing down of its non profitable centres. We believe that your company will be benefited with the merger, as the synergies arising out of amalgamation will play an important role in strengthening the company's business and improving its operational efficiency and future outlook.”

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