The terms of the merger of Zee Entertainment Enterprises (ZEE) and Sony Pictures Network (SPN) are finalised. While the agreement envisages the merged entity to be led by Punit Goenka, the current MD and CEO of Zee, Goenka said, "nothing is guaranteed."

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Zee founder Subhash Chandra and Goenka's brother, Amit Goenka won't be part of the new entity going forward. Explaining the deal, the MD and CEO of Zee Entertainment said SPE Mauritius Investments Limited will pay Rs 1,000 crore to the Essel group towards the non-compete obligations. "The non-compete fee covers me, Shubash Chandra and Amit Goenka for five years," he said.

The merged entity will have a nine-member board and an independent director will be the board's chairman. Five of the nine members will be appointed by Sony, and three independent directors will be appointed jointly, Goenka said.

Also Read | ZEE-Sony merger decoded: What this means for existing shareholders

He also said the "deal puts in a formidable position to create synergies. A large part of the synergies would be on the revenue side and we should have 6-8 percent synergies on the cost and revenue side, Goenka said. The combined entity will have a revenue of $2 billion, he added.

“They are looking like anywhere between 6 to 8 percent of synergies on both revenue and cost side put together, which should pretty much flow down to the bottom line of the joint company and that should be very value accretive for the shareholders and the stakeholders,” Goenka said.

The new board will also decide whether the OTT platforms of Sony and Zee should consolidate, he said.

“We would certainly consider consolidation on the OTT side but that is still very early to talk about, as I said, we have not engaged in that level of discussion yet. That will be for the new board to decide as to how and when those things consolidate,” he said.

Goenka also said he hasn't spoken to Invesco, the largest shareholder of Zee, but he would be willing to engage with Invesco "if they are."

“Unfortunately the matter has been sub judice, so we had decided consciously not to engage and as the matter is still in the courts we will be approaching all the shareholders including Invesco with the proposed transaction in due course,” he said.

In an interview with CNBC-TV18, he said the entity will look to apply for approval of the competition watchdog Competiton Commission of India (CCI) shortly.

Zee has a 3.99 percent stake in the merged entity, but it can be hiked to 20 percent, according to the deal. When we decide to hike the stake, Goenka said, it will be an open market transaction based on pricing guidelines.

While the agreement has tried to address the current related party transactions, some transactions will be resolved after the closure of the deal, he said.

(Edited by : Yashi Gupta)

First Published:Dec 22, 2021 2:26 PM IST