Zee-Sony Merger Gains Strong Approval from Industry Experts.

Zee-Sony

The National Company Law Tribunal (NCLT) green-lighting the merger between Zee Entertainment Enterprises (ZEEL) and Sony Pictures Network India (now known as Culver Max Entertainment) is being hailed as a significant move by analysts and industry observers.

The consolidated entity, boasting 75 channels, two OTT platforms, two studios, and a robust presence across entertainment, sports, and regional markets, positions it as the second-largest entertainment network, trailing only Disney Star.

Emkay Global’s note expressed that NCLT’s approval of the merger “is a major shot in the arm for Zee, also dismissing all related objections.” Notably, approvals have already been secured from stock exchanges and the Competition Commission of India. However, Sebi’s interim order on June 12, addressing alleged fund diversion by ZEEL’s founder Subhash Chandra and his son Punit Goenka, poses a noteworthy backdrop. This order barred them from directorships in listed entities.

Zee-Sony

Of significance is the fact that Goenka is poised to lead the merged Zee-Sony entity. Despite ongoing proceedings with Sebi, Emkay’s report suggested that promoter issues are unlikely to derail the merger.

Zee-Sony inked a definitive agreement in late 2021, encompassing television networks, digital assets, product operations, and program libraries. Post-merger, Sony’s shareholders will control 50.86%, Zee’s promoters will retain 3.99%, and ZEEL’s shareholders will hold 45.15% of the combined entity.

In terms of pending approvals, filing with the Registrar of Companies within 30 days of NCLT’s order and Ministry of Information and Broadcasting’s vetting are anticipated. This will be followed by approximately six weeks of delisting.

Ashish Kumar Singh, Managing Partner at Capstone Legal, noted that NCLT’s decision on the merger signals a likely successful process. Regarding Sebi’s interim order, he clarified that it is independent and pertains specifically to Zee’s promoters. A change in management could transpire if promoters don’t receive clearance. It’s crucial to recognize that NCLT’s decision is separate from the Sebi order’s scope.

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