Convene shareholder meet on Oct 14 to approve merger with Sony: NCLT to ZEEL

“The National Company Law Tribunal (NCLT) Mumbai bench has directed in its order, that a meeting of the Equity Shareholders of Zee Entertainment Enterprises Ltd be convened and held on Friday, October 14, 2022 for the purpose of considering, and if thought fit, approving the proposed merger of the Company with Culver Max Entertainment Pvt Ltd (formerly Sony Pictures Networks India Pvt Ltd),” informed a ZEEL spokesperson in a statement issued.

NCLT had issued this order on August 24, 2022. In its order, NCLT had stated, “This Tribunal hereby directs that a meeting of the Equity Shareholders of the Applicant Company be convened and held on Friday, 14th October, 2022 at 4 pm for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/ or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current Covid-19 environment mandating social distancing norms shall not be feasible.,”

As reported earlier, the Bombay Stock Exchange as well as the National Stock Exchange have already given their approval to the proposed merger of ZEE and Sony in July 2022.

As reported earlier, Sony Pictures Networks India (now Culver Max Entertainment Pvt Ltd) and Zee Entertainment Enterprises Ltd had signed definitive agreements in December 2021 to merge ZEEL with and into SPNI and combine their linear networks, digital assets, production operations and program libraries. The agreements followed the conclusion of an exclusive negotiation period during which ZEEL and SPNI conducted mutual due diligence. After closing, the new combined company will be publicly listed in India. The closing of the transaction is subject to certain customary closing conditions, including regulatory, shareholder, and third-party approvals.

Under the terms of the definitive agreements, SPNI will have cash balance of $1.5 billion (assuming an INR:USD exchange rate of 75:1) at closing, including through infusion by the current shareholders of SPNI and the promoters (founders) of ZEEL, to enable the combined company to drive sharper content creation across platforms, strengthen its footprint in the rapidly evolving digital ecosystem, bid for media rights in the fast-growing sports landscape and pursue other growth opportunities.

Punit Goenka will lead the combined company as its Managing Director & CEO.  The majority of the board of directors of the combined company will be nominated by the Sony Group and will include the current SPNI Managing Director and CEO, NP Singh. On closing, Singh will assume a broader executive position at SPE as Chairman, Sony Pictures India (a division of SPE) reporting to Ravi Ahuja, SPE’s Chairman of Global Television Studios and SPE Corporate Development.