Transaction:

  • Sony Pictures Networks India (SPNI) and Zee Entertainment Enterprises Ltd. (ZEEL) announced that they have entered into an exclusive, non-binding term sheet to combine both companies’ linear networks, digital assets, production operations and program libraries.
  • The merger ratio is expected to result in 47.07% of the merged entity to be held by ZEEL shareholders and the balance 52.93% of the merged entity to be held by SPNI shareholders.
  • The parent company of SPNI will also infuse growth capital into SPNI so that SPNI has cash balance of USD 1.575 Billion at closing.

Sony Pictures Networks India (SPNI):

  • Incorporated in 1995, Sony Pictures Networks India Private Limited (SPN) owns and operates network of television channels. The Company offers movies, entertainment, sports, music, special events and family comedy entertainment television channels.
  • It is an indirect wholly owned subsidiary of Sony Group Corporation, Japan. SPNI has over 700 million viewers in India and is available in 167 countries.

Zee Entertainment Enterprises Ltd. (ZEEL):

  • Incorporated in 1982, Zee Entertainment Enterprises Ltd. is an Indian media & entertainment company offering entertainment content to its audiences. It has presence in over 173 countries and a reach of more than 1.3 billion people around the world.
  • In the year 1992, the company launched their flagship television channel Zee TV. The Company is mainly involved in the businesses of broadcasting of satellite television channels, space selling agent for other satellite television channels and sale of media content.

Rationale:

  • The merger of ZEEL and SPNI would bring together two leading Indian media network businesses, benefitting consumers throughout India across content genres, from film to sports.
  • ZEEL’s expertise in content creation and its deep consumer connect established over the last 3 decades, coupled with SPNI’s success across entertainment genres (including gaming and sports) is expected to add significant value to the merged entity and its management team.
  • SPNI will have cash balance of $1.575 billion at closing brought as growth capital in combined entity to enhance digital platforms across technology and content, ability to bid for broadcasting rights in fast growing sports landscape and pursue other growth opportunities.
  • Punit Goenka will continue to be the Managing Director and CEO of the merged entity and the merged entity will be a publicly listed company in India.

Acknowledgements: 

RBI Bulletin (www.bulletin.rbi.org.in), SEBI (www.sebi.gov.in), NSE (www.nseindia.com), BSE (www.bseindia.com)

Disclaimer:

This material has been prepared by the personnel in Vora Corporate Finance which is Investment Banking arm of Vora Management Consultancy Private Limited and looks after Mergers & Acquisitions (M&A), Private Equity (PE), Fund Raising, Debt syndication and Valuations and is based out of Ahmedabad, Gujarat, India. Any views or opinions expressed herein are solely that of individual authors and may differ from view of Vora Management Consultancy Private Limited. This material is proprietary to Vora Management Consultancy Private Limited and is for your personal use only. Any distribution, copy, reprints or forward to others is strictly prohibited.

This material captures the information based on information available in the public domain, public announcements and sources believed to be reliable. Analysis contained herein is based on publicly available information and appropriate assumptions. This material is intended merely to highlight market developments and is not intended to be comprehensive and does not constitute strategic, investment, legal or tax advice. In no event Vora Management Consultancy Private Limited be liable for any use by any party or for any decision made or action taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained herein and such information may not be relied upon by you for evaluating any transaction. 

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