NCLT directs ZEEL to conduct shareholders’ meeting to approve merger with Sony on Oct 14
The merger agreement was signed by the two companies in December 2021
The National Company Law Tribunal (NCLT) has directed Zee Entertainment Enterprises Limited (ZEEL) to conduct a meeting of the equity shareholders of the company on October 14, 2022 for the purpose of considering the proposed merger with Sony, ZEEL has said.
The order was issued by the Mumbai bench of the tribunal on August 24.
“This Tribunal hereby directs that a meeting of the Equity Shareholders of the Applicant Company be convened and held on Friday, 14th October, 2022 at 4 pm for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/ or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current Covid-19 environment mandating social distancing norms shall not be feasible,” stated the tribunal.
A company spokesperson shared, "The National Company Law Tribunal (NCLT)’s Mumbai bench has directed in its order, that a meeting of the equity shareholders of Zee Entertainment Enterprises Ltd. be convened and held on Friday, 14th October, 2022 for the purpose of considering, and if thought fit, approving the proposed merger of the company with Culver Max Entertainment Private Limited (formerly Sony Pictures Networks India Private Limited)."
The proposed merger received approval from the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) in July this year.
In December 2021, ZEEL and Culver Max Entertainment signed definitive agreements to merge ZEEL with and into SPNI and combine their linear networks, digital assets, production operations, and program libraries.
Under the terms of the definitive agreements, SPNI, which is an indirect subsidiary of Sony Pictures Entertainment (SPE), will have a cash balance of $1.5 billion (assuming an INR: USD exchange rate of 75:1) at closing, including through infusion by the current shareholders of SPNI and the promoters (founders) of ZEEL, to enable 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.
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 (founders) to infuse primary equity capital into SPNI, entitling the promoters (founders) 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.
ZEEL's chief executive Punit Goenka will lead the combined company as its Managing Director and CEO.
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