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Zee Entertainment to merge with Sony Pictures Networks India September 22 2021Zee Entertainment merges with Sony India, Sony Pic

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Zee Entertainment to merge with Sony Pictures Networks India

In accordance with its aim of generating better growth and profitability as a major media and entertainment organization across South Asia, Zee Entertainment Enterprises' board of directors authorized the company's merger with Sony Pictures Networks India (SPNI).

In a stock exchange filing on September 22, Zee stated, “The shareholders of SPNI would hold a majority shareholding in the merged entity.” “As part of the acquisition, SPNI's owners will also inject growth capital into the company, resulting in SPNI having about $1.575 billion at closure to pursue future development opportunities.”

SPNI shareholders will own 52.93 percent of the merged business after the proposed merger, while Zee shareholders will own 47.07 percent. Punit Goenka will remain the merged company's managing director and CEO.

The Sony Group will be able to nominate a majority of the board of directors for the merged firms.

The Zee board of directors approved the execution of a non-binding term sheet with SPNI in connection with a potential transaction involving a composite scheme of arrangement for the merger of the company and Sony India, as well as infusion of growth capital into Sony India by the promoters of Sony India as part of the merger, according to the filing.

Zee and SPNI will integrate their linear networks, digital assets, production methods, and program libraries as part of the merger.

The promoter family of Zee has the opportunity to increase its ownership in the company from 4% to up to 20%, according to the term sheet.

In a statement by R Gopalan, chairman of Zee Entertainment, he said, "ZEEL continues to sail a solid development trajectory, and the board firmly feels that this merger will further benefit ZEEL. “The value of the merged firms, as well as the significant synergies produced between the two, will not only drive corporate growth, but will also allow shareholders to profit from future accomplishments.”

The news comes just a week after Zee shareholders demanded that the promoters and present management, led by Goenka, be ousted.

After the company's largest shareholders – Invesco Developing Markets Fund and OFI Global China Fund – advocated for Goenka's ouster, proxy advice firm Ingovern expressed concerns about the audit committee's role.

From March 17, 2021, Goenka was appointed on the audit committee, replacing Ashok Kurien and Manish Chokhani, who resigned from the board of directors ahead of the company's annual general meeting on September 14.

In govern stated in a note on September 14 that the board authorized the admission of a promoter executive director into the audit committee, which was a bit strange.

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