The National Company Law Tribunal (NCLT) has reportedly deferred its upcoming hearing on the proposed Zee-Sony merger. The NCLT will now hear the case on July 6.
NSE
Through the merger, Zee Entertainment Enterprises will come together as a subsidiary of Sony Group Corp., resulting in the formation of a massive $10 billion media powerhouse. This news comes close on the heels of a recent SEBI order that imposed a ban on Punit Goenka and Essel Group chairman Subhash Chandra, prohibiting them from assuming any key management positions.
In a previous ruling, the NCLT instructed the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) to review their approval of the Zee-Sony merger.
However, this directive was subsequently overturned by the National Company Law Appellate Tribunal (NCLAT). In late May, a two-member NCLAT bench remarked that the initial order had violated the principles of natural justice.
Zee told the appellate tribunal that $1.5 billion of foreign direct investment (FDI) will come as a result of the Zee-Sony merger. “We have secured all statutory approvals, 99.8 percent shareholders have approved the scheme...No statutory authority is objecting to the scheme, private objections may have been raised, we are addressing these claims,” the media company said.
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It claimed that the NSE and BSE that granted approval to the merger last year have suddenly cited a Securities and Exchange Board of India (SEBI) order against a sister company of Zee.
It added that SEBI has already examined the deal, evaluated the non-compete clause, and granted its nod. The firm has also received approval from the Competition Commission of India (CCI).
“We were not heard and allowed an opportunity to respond to BSE and NSE citing a Sebi order against our sister company, NCLT should have at least heard us.”
As per the scheme of the arrangement, Sony will indirectly hold 50.86 percent of the combined company. The founder of Zee will own around four percent and the rest will be with the other shareholders of ZEEL. Moreover, Sony Group will also pay a non-compete fee of Rs 1,100 crore to the Essel Group promoters.
Earlier this month, Japanese conglomerate Sony Group Corporation Chairman and CEO Kenichiro Yoshida said he expects the merger to be complete within the first half of this fiscal.
In September 2021, Sony Pictures Networks India and ZEEL entered into a non-binding term sheet to bring together their linear networks, digital assets, production operations, and programme libraries. The combined entity will own over 70 TV channels, two video streaming services (ZEE5 and Sony LIV), and two film studios (Zee Studios and Sony Pictures Films India), making it the largest entertainment network in India.