(Bloomberg) — Sony Group Corp.’s Indian unit signed a non-binding deal to buy the country’s largest publicly-traded television network Zee Entertainment Enterprises Ltd., pouncing on a beleaguered company whose shareholders have sought removal of key officials.
Zee shares jumped 32% on Wednesday following the deal announcement, giving it a market value of $4.4 billion. About 53% of the merged entity would be owned by Sony India shareholders and the rest by Zee’s holders, the companies said. Sony shareholders will inject capital into its unit so that it will have about $1.58 billion of funds at closing, and Sony would nominate a majority of the board.
The deal would expand Sony’s media business in the world’s second-most populous country, while vaulting Zee Chief Executive Officer Punit Goenka to the top of a bigger entity. Goenka, whose removal Zee shareholders have sought, would lead the combined company, according to the terms of the deal.
Still, the proposed combination needs approval from 75% of Zee shareholders, according to Shriram Subramanian, founder of proxy advisory firm InGovern Research Services Pvt. Ltd. A vote is set to take place after the deal terms are finalized — Zee and Sony said they’re entering a 90-day exclusive talks period during which they’ll conduct mutual diligence and negotiate a binding agreement. KPMG Corporate Finance is the lead transaction adviser on the deal, according to an email from the firm.
The announcement adds another twist to the fate of Zee after Invesco Developing Markets Fund and OFI Global China Fund LLC, which together hold about 17.9% stake in the network, sought an extraordinary general meeting of shareholders last week to oust Goenka along with two board members. The removal was seen as a move to end the sway of founder Subhash Chandra’s family over the company founded in 1992, and which was once Rupert Murdoch’s Indian partner. The two board members resigned with immediate effect.
“There is nothing wrong in the two companies proposing a merger as even CEOs can initiate merger discussions and then approach shareholders for a vote,” Subramanian said. “Invesco did not have an alternate plan and hence, I would find it surprising if it is not supportive of this merger. As a fund, they would be interested in financial returns and clean governance.”
Invesco representatives in India didn’t immediately respond to an email seeking comment. Directors present and voting in a Zee board meeting on Tuesday unanimously provided an in-principle approval for the merger, Zee said.
Chandra, a rice-trader-turned-media-mogul, and his family had brought down their stake in Zee to help pare debt at their broader Essel Group. The call to remove Goenka as a director came after Chandra, in a letter dated Aug. 3, said the group had emerged from financial stress and settled 91% of total debt owed to 43 lenders.
“With Sony as a majority shareholder, and a likely reconstituted board, the merged entity would be the best solution Invesco could have hoped for,” Subramanian said.
(Updates with shares and information on deal adviser)
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