ZEEL equity shareholders give thumbs up to Sony-Zee merger

ZEEL equity shareholders give thumbs up to Sony-Zee merger

99.99 per cent of equity shareholders approved Composite Scheme of Arrangement

Zee Entertainment Enterprises Ltd's (Zeel), Sony Pictures Networks India

Mumbai : Zee Entertainment Enterprises Ltd (ZEEL) has announced that the company's equity shareholders have approved the proposed merger of ZEEL and BangIa Entertainment Pvt. Ltd. with and into Culver Max Entertainment Pvt. Ltd . (formerly Sony Pictures Networks India Pvt. Ltd.)

The company called the meeting of its equity shareholders on 14 October in accordance with the National Company Law Tribunal (NCLT), Mumbai Bench, order dated 24 August in order to ask for approval for the proposed merger.

The proposed merger resolution was presented during the meeting, and 99.99 per cent of the equity shareholders of ZEEL enthusiastically endorsed it.

The company said, "The approval marks yet another firm and positive step forward, in the overall merger completion process." ZEEL managing director & CEO Punit Goenka will be the managing director and CEO of the amalgamated business.

After an exclusive negotiation period in which both parties engaged in mutual due diligence was over, Sony Pictures Networks India (SPNI) and ZEEL finalised the merger in December of last year.

The promoters (founders) of ZEEL will hold 3.99 per cent of the combined company after the transaction closes, while the remaining ZEEL shareholders will hold a 45.15 percent stake. Sony Pictures Entertainment Inc. will indirectly hold a majority of 50.86 per cent of the combined company.

Through a subsidiary, Sony Pictures Entertainment (SPE) will pay certain Zeel promoters a non-compete fee in accordance with the transactions envisioned by a non-compete agreement. The non-compete fee will be used by these promoters (founders) to provide SPNI with initial equity funding, granting them the opportunity to buy shares in SPNI that, on a post-closing basis, would equal roughly 2.11 percent of the total shares of the combined company.

Goenka said, "On behalf of all the Board members and management of ZEEL, I would like to thank the equity  shareholders of the company for recognising the value-accretive opportunities the proposed merger will deliver to all stakeholders. The continued trust and overwhelming  support by our equity shareholders towards the resolution of the Composite Scheme of Arrangement, further strengthen our abilities to consistently deliver higher value as we  move forward in this process."

The Competition Commission of India (CCI) granted ZEEL permission in a communication dated 4 October. The National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) have also given the company their approvals for July 2022.

The Composite Scheme of Arrangement is still pending approval from the relevant authorities and other parties.