DTH

Videocon D2H to merge with Dish TV; serve 28 million subscribers

https://www.indiantelevision.com/sites/default/files/styles/smartcrop_800x800/public/images/tv-images/2016/11/11/dth-800x800.jpg?itok=pSQc_pt0

MUMBAI: The Board of Directors of Dish TV and Videocon d2h Limited today approved a scheme of arrangement for the amalgamation of Vd2h into Dish TV and the execution of definitive agreements in relation to such amalgamation.

Following the closing of the proposed transaction, the merged entity will be renamed as Dish TV Videocon Limited. Pursuant to the Scheme, 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.

Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figures; EBITDA is not a standardized term, hence direct comparison between companies using the same term may not be possible. Other companies may calculate EBITDA differently from Dish TV and Vd2h, limiting their usefulness as comparative measures

Dish TV Videocon will be led by Jawahar Lal Goel as the chairman and managing director, combining the strength of senior and operating management teams while offering further career growth opportunities for employees of the two merging companies. The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be the vice chairman and the other a deputy managing director.

The proposed transaction is 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 EBITDA2 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.

Goel said: “This transaction, that brings together two powerhouse brands of the cable & satellite Industry in India, will provide us with a gateway to harness growth opportunities in an ultra-competitive multi player environment. This combine will enhance value for all stakeholders – consumers, government, employees and shareholders. Dish TV has been a pioneering and path breaking company which has taken the pain and responsibility of establishing many new processes, like the electronic & digital payments system that were the business need of the initial years and went on to become the industry norm of a dynamic and throbbing Industry. Now we take the next leap in our very exciting and exhilarating journey.”

Vd2h executive chairman Saurabh Dhoot said: “Today, we are very excited about this strategic combination to create a solid platform with decisive and proven leadership at the front would lead Dish TV Videocon to create value for all stakeholders, our customers, employees, and our shareholders.”

At the close of the proposed transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon. The Dish TV principals are also in discussion with the Vd2h principals to purchase some of the Vd2h principals’ shares in Dish TV Videocon post the amalgamation, details of which are likely to be finalised soon.

Upon closing of the proposed transaction, Dish TV Videocon shall continue to be listed on the National Stock Exchange of India and the BSE Limited in India and on the Luxembourg Stock Exchange in the form of GDRs. In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly.

The proposed transaction remains 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.

Morgan Stanley is acting as the exclusive financial advisor to Dish TV, and YES Securities (India) Limited is acting as the lead financial advisor to Vd2h. The other advisors involved are -- EY, SR Batliboi & Co. LLP, Luthra & Luthra Law Offices for Dish TV, and KPMG, Shardul Amarchand Mangaldas & Co., and Edelweiss Capital for Vd2h. Shearman & Sterling is acting as international legal advisor to both Dish TV and Vd2h in respect of the, US federal securities law and related aspects of the proposed transaction.

The new shares of Dish TV Videocon to be issued pursuant to the Scheme have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. New shares of Dish TV Videocon to be issued pursuant to the Scheme will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the Securities Act.

Neither the SEC nor any U.S. state securities commission has approved or disapproved of the new shares of Dish TV Videocon to be issued pursuant to the Scheme, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Dish TV and Vd2h are incorporated under the laws of India. In addition, most their respective officers and directors reside outside the United States, and some or all of their assets are or may be located in jurisdictions outside the United States.

Latest Reads

https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/09/22/tatasky.jpg?itok=SlhKyBEz
Tata Sky Binge+ becomes available at lower price

KOLKATA: Keeping customer interests at the forefront, Tata Sky has further fine-tuned the pricing of its android TV-powered smart set top box, Tata Sky Binge+. Converging the strengths of DTH and the world of OTT content together on the television screens, this new age device will now be available...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/09/17/dth.jpg?itok=eTmxaQXp
Active DTH subscribers reach 70.26 million, Tata Sky solidifies its lead

KOLKATA: The Telecom Regulatory Authority of India (TRAI) today released ‘The Indian Telecom Services Performance Indicators’ data for the January- March’20 quarter. Sustaining its growth pace for three quarters in a row, Tata Sky has solidified its lead yet again in the DTH and Pay TV category...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/09/15/dish.jpg?itok=kU7ZSq9d
Dish TV to push 50% STB manufacturing in India

KOLKATA: Dish TV India Ltd announced the manufacturing of its set-top boxes in India. Demonstrating its commitment to the government’s ‘Make in India’ vision, Dish TV India has shifted the production of its set-top boxes to India, adopting a ‘vocal for local’ strategy. The first consignment of made...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/09/09/watcho.jpg?itok=YS5px8q5
Watcho revamps its user-generated content offering; launches Watcho Swag

KOLKATA: Dish TV India’s OTT platform, Watcho, the home-grown online video streaming app has gained immense popularity in the country through its fresh short format content and its overall bouquet of offerings. Watcho has been enthralling the viewers with exclusive or original shows, linear TV and...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/09/08/tata-sky.jpg?itok=Aq1FXWxp
Tata Sky partners with Accedo to develop the user interface of Tata Sky Binge+

KOLKATA: Accedo has worked with Tata Sky, India’s leading content distribution platform to develop the user interface for its latest offering, Tata Sky Binge+ Smart Set-top Box. The Android TV enabled device provides content from Linear Television and a host of OTT apps onto a television screen.  

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/09/01/dd_free_dish.jpg?itok=W_xYYQtV
DD Free Dish adds three new channels

KOLKATA: The state broadcaster run free-to-air DTH platform DD Free Dish has added three new channels. These include ANB News, Aryan TV National and News India 24×7. These channels won the bid during the 47th e-auctions that was held on 26 August. They are allotted slots for the period between 1...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/08/28/tatasky.jpg?itok=Ftb-V-3w
Tata Sky’s partner Technicolor to shift settop box manufacturing to India

KOLKATA:  In a big move, Tata Sky, India’s direct-to-home (DTH) operator has decided to shift a significant portion of its settop box sourcing within the country. It has partnered with Technicolor to develop settop boxes for the Indian market that will be manufactured and distributed within India...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/08/21/djsb.jpg?itok=CiXWqwZY
DishTV and D2H expand regional HD content portfolio, add 6 new HD channels

KOLKATA: Expanding its portfolio of regional language channels, Dish TV India Limited, India’s leading DTH Company, has announced the addition of six new HD channels to its DishTV and D2H platforms. With this, the company aims to provide unparalleled entertainment to the customers in the southern...

DTH DTH Operator
https://www.indiantelevision.com/sites/default/files/styles/340x340/public/images/tv-images/2020/08/21/tata.jpg?itok=B77Nu8AW
Customers are in an omnichannel world now, reaching them is a lot more complex: Tata Sky's Anurag Kumar

India’s undisputed DTH leader Tata Sky unveiled a digital campaign to celebrate its 14 anniversary recently. Of all other usual campaigns, it stands out in its approach of keeping consumers at the heart of the video.

DTH DTH Operator

Sign up for our Newsletter

subscribe for latest stories

* indicates required