MUMBAI: Sun TV Ltd. has approved the share swap ratio for the merger of Gemini TV Pvt. Ltd. and Udaya TV Pvt. Ltd. with itself. The shareholders of Gemini will get 1.78 shares of Sun TV for every one share held. Gemini posted a revenue of Rs 1.75 billion and a net profit of Rs 451 million for the year ended 31 March 2006. The company owns Gemini TV, Teja TV, Gemini News, Gemini Music and Gemini Cable Vision.

Udaya shareholders will get 19.72 shares of Sun TV for every one share held. Udaya revenues for the last fiscal stood at Rs 943 million while net profit was at Rs 253 million. The company owns four television channels, Udaya TV, Udaya Movies, Udaya Varthegalu and Udaya TV II. All the divisions of Udaya, except the FM radio division, will be merged with Sun TV Ltd.

Sun will issue a total of 17.8 million shares to Gemini shareholders and 11.8 million shares to Udaya shareholders. On completion of the merger, the company is proposed to be renamed as Sun TV Network Ltd.

"After the proposed amalgamation and merger, the outstanding equity share capital of the company will increase from 68,889,155 to 98,521,155 equity shares of Rs 10/- each. The additional 29,632,000 shares proposed to be issued will constitute 30 per cent of the enlarged equity capital of the company," Sun TV said in a statement.

The board of Sun took on record the suggestions made by Enam Financial Consultants and DSP Merrill Lynch and approved the valuation report submitted by the independent chartered accountant N Subramanian.

"Sun, Gemini and Udaya boards have approved the Scheme of Arrangement which governs the above amalgamation and merger," the company said.

The merger, however, is subject to final approval by shareholders, creditors and the High Court.

With the merger, Sun will increase the number of television channels in its bouquet from six to 15. "The proposed amalgamation and merger will enable us to build a dominant presence in entire south India, and emerge as one of the largest and most profitable television broadcasters in India," Sun said.