The newly merged company will be home to 75 TV channels, two streaming services, two film studios, a digital content studio and an expanded library.
Sony Pictures Networks India Private Limited (SPNI) and Zee Entertainment Enterprises (ZEEL) have signed definitive agreements to merge ZEEL with and into SPNI and combine their linear networks, digital assets, production operations and programme libraries.
The merged company will retain Zee’s stock market listing in India. But Sony will provide a large cash injection and control a majority share stake of close to 51%. The agreement, first announced in September, is subject to regulatory and shareholder approvals.
SPNI is an indirect subsidiary of Sony Pictures Entertainment Inc. (SPE). SPE will inject capital into SPNI, approximately $1.575bn, as part of the growth plan for the merged company that includes building out its digital platforms and bidding for sports rights.
Under the transactions contemplated by a non-compete agreement, SPE, through a subsidiary, will pay a non-compete fee to certain promoters (founders) of ZEEL, which will be used by such promoters to infuse primary equity capital into SPNI, entitling the promoters of ZEEL to acquire shares of SPNI, which would eventually equal approximately 2.11% of the shares of the combined company on a post-closing basis. After the closing, SPE will indirectly hold a majority of 50.86% of the combined company, the promoters (founders) of ZEEL will hold 3.99%, and the other ZEEL shareholders will hold a 45.15% stake.
Zee’s Punit Goenka will lead the combined company as its Managing Director and CEO. The majority of the board of directors will be nominated by the Sony Group and will include the current SPNI MD and CEO, NP Singh. After the deal is completed Singh will assume a broader executive position at SPE as chairman, Sony Pictures India (a division of Sony Pictures Entertainment) reporting to Ravi Ahuja, SPE’s chairman of Global Television Studios and SPE corporate development.
Commenting on this development, Punit Goenka, MD and CEO, ZEE Entertainment Enterprises Ltd. said: “It is a significant milestone for all of us, as two leading media & entertainment companies join hands to drive the next era of entertainment filled with immense opportunities. The combined company will create a comprehensive entertainment business, enabling us to serve our consumers with wider content choices across platforms. I am immensely grateful to the teams at ZEEL, SPE and SPNI for their efforts, which swiftly led us to this point within the stipulated timelines. This merger presents a significant opportunity to jointly take the businesses to the next level and drive substantial growth in the global arena. I look forward to working with the guidance of the esteemed members of the combined company’s board to unlock the potential of this merger, and I wish NP Singh all the best in his new role at SPE. His contribution to the Indian media & entertainment industry has been invaluable. I am most certain that our collective wisdom, rich experience and expertise will lead to a more value accretive and exciting company for our shareholders and employees, and a more engaging one for our customers and partners.”
Ravi Ahuja, SPE’s Chairman of Global Television Studios and SPE Corporate Development, added: “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. I want to thank Punit and his team at ZEEL and the small army of people at SPE and SPNI who have worked so hard to get us to this point. I especially want to thank NP Singh, who presented us with the idea to explore this merger well over a year ago. N.P. has done extraordinary work building SPNI to what it is today, and we look forward to continuing our work with him in his new role after closing.”
NP Singh, MD & CEO, SPNI, stated: “This merger will create a company that’s best in class and will redefine the contours of the media and entertainment industry. As a representative of SPE on the Board of the newly merged company, it will be my endeavour to provide strategic guidance and support to the company’s operating team in achieving our vision. I am also excited at the opportunity of being appointed, Chairman, Sony Pictures India, to oversee SPE’s investments and craft a wider footprint for Sony in India.”