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Sony Pictures Networks & Zee Entertainment announce merger

Sony Pictures Networks India Pvt Limited (SPNI) and Zee Entertainment Enterprises (ZEEL) on Wednesday said they have signed definitive agreements for their merger following conclusion of an exclusive negotiation period during which both parties conducted mutual due diligence. This will make them the largest media player in the country according to the parties involved.  Media watchers will be also keenly watching the OTT platform where both players have considerable following.

In a joint statement, the two companies said they have "signed definitive agreements to merge ZEEL with and into SPNI and combine their linear networks, digital assets, production operations and program libraries". The agreements follow the conclusion of an exclusive negotiation period during which ZEEL and SPNI conducted mutual due diligence, it added.

The companies also approved the appointment Zee’s top boss, Punit Goenka, as the CEO and Managing Director of the merged entity. File photo

When the merger deal was announced in September, the two networks had stated that Sony would invest $1.575 billion and hold 52.93 per cent stake in the merged entity and Zee the remaining 47.07 per cent.

Under the terms of the definitive agreements, the statement said SPNI will have a cash balance of $1.5 billion at closing, including through infusion by the current shareholders of SPNI and the promoter founders of ZEEL.

This is aimed at enabling 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", it added.

As part of the agreement, Sony Pictures Entertainment Inc (SPE) will pay a non-compete fee to certain promoter founders of ZEEL, which will be used by them to infuse primary equity capital into SPNI. This would entitle them to acquire shares of SPNI, which would eventually equal approximately 2.11 per cent of the shares of the combined company on a post-closing basis.

Under the definitive agreement, the promoter founders of ZEEL have agreed to limit the equity that they may own in the combined company to 20 per cent of its outstanding shares. This construct does not provide them any pre-emptive or other rights to acquire equity of the combined company from the Sony Group, the combined company or any other party, the statement said.

ZEEL’s chief executive Punit Goenka will lead the combined company as its Managing Director and CEO. The majority of the board of directors of the combined entity will be nominated by the Sony Group and will include the current SPNI Managing Director and CEO, NP Singh, the joint statement said.

SPE Chairman of Global Television Studios and SPE Corporate Development, Ravi Ahuja said, "Today marks an important step in our efforts to bring together some of the strongest leadership teams, content creators, and film libraries in the media business to create extraordinary entertainment and value for Indian consumers."

Mr. Goenka said, "The combined company will create a comprehensive entertainment business, enabling us to serve our consumers with wider content choices across platforms...This merger presents a significant opportunity to jointly take the businesses to the next level and drive substantial growth in the global arena."