Sony, ZEEL sign definitive agreements for merger; Punit Goenka will lead combined company as its MD & CEO

Mumbai/ New Delhi Sony Pictures Networks India Private Limited (SPNI) and Zee Entertainment EnterprisesLtd. (ZEEL) on Tuesday blazoned that they’ve inked definitive agreements to combine ZEEL with and into SPNI and combine their direct networks, digital means, product operations and program libraries. The agreements follow the conclusion of an exclusive concession period during which ZEEL and SPNI conducted collective due industriousness. After closing, the new combined company will be intimately listed in India. The ending of the sale is subject to certain customary ending conditions, including nonsupervisory, shareholder, and thirdparty blessings.

Under the terms of the definitive agreements, SPNI’ll have cash balance of USD$1.5 Bn ( assuming an INRUSD exchange rate of 751) at ending, including through infusion by the current shareholders of SPNI and the promoters ( authors) of ZEEL, to enable the combined company to drive sharper content creation across platforms, strengthen its footmark in the fleetly evolving digital ecosystem, shot for media rights in the fast- growing sports geography and pursue other growth openings SPNI is an circular attachment of Sony Pictures EntertainmentInc. (SPE). Under the deals contemplated by anon-compete agreement, SPE, through a attachment, will pay anon-compete figure to certain promoters ( authors) of ZEEL, which will be used by similar promoters ( authors) to inoculate primary equity capital into SPNI, entitling the promoters ( authors) of ZEEL to acquire shares of SPNI, which would ultimately equal roughly2.11 of the shares of the combined company on apost-closing base. After the ending, SPE will laterally hold a maturity50.86 of the combined company, the promoters ( authors) of ZEEL will hold3.99, and the other ZEEL shareholders will hold a45.15 stake.

Mr. Punit Goenka will lead the combined company as its Managing Director & CEO. The maturity of the board of directors of the combined company will be nominated by the Sony Group and will include the current SPNI Managing Director and CEO,Mr.N.P. Singh. On ending,Mr. Singh will assume a broader superintendent position at SPE as Chairman, Sony Pictures India (a division of SPE) reporting toMr. Ravi Ahuja, SPE’s Chairman of Global Television Studios and SPE Corporate Development.

The combination of ZEEL and SPNI is anticipated to achieve business solidarity and given their relative strengths in scripted, factual and sports programming, separate distribution vestiges across India and iconic entertainment brands, the combined company should be well- deposited to meet the growing consumer demand for decoration content across entertainment touchpoints and platforms. The flawless mix of rich moxie in content creation, deep consumer perceptivity and success across entertainment stripes is anticipated to drive the combined company’s capability to accrue advanced shareholder value. Under the stewardship of the Sony Group, a global leader in consumer technologies, gaming and entertainment, the combined company is anticipated to be suitable to more contend with the world’s largest streaming players

. As part of the definitive agreements, the promoters ( authors) of ZEEL have agreed to limit the equity that they may enjoy in the combined company to 20 of its outstanding shares. This construct doesn’t give the promoters ( authors) of ZEEL anypre-emptive or other rights to acquire equity of the combined company from the Sony Group, the combined company or any other party. Any shares bought by the promoters ( authors) of ZEEL, must be in compliance with all applicable laws including any pricing guidelines Opining on this development,Mr. Punit Goenka, MD & CEO, ZEE Entertainment EnterprisesLtd. said, “ It’s a significant corner for all of us, as two leading media & entertainment companies join hands to drive the coming period of entertainment filled with immense openings. The combined company will produce a comprehensive entertainment business, enabling us to serve our consumers with wider content choices across platforms. I’m immensely thankful to the brigades at ZEEL, SPE and SPNI for their sweats, that fleetly led us to this point within the quested timelines. This junction presents a significant occasion to concertedly take the businesses to the coming position and drive substantial growth in the global arena. I look forward to working with the guidance of the recognized members of the combined company’s board to unlock the eventuality of this junction, and I wishN.P. Singh all the stylish in his new part at SPE. His donation to the Indian media & entertainment assiduity has been inestimable. I’m most certain that our collaborative wisdom, rich experience and moxie will lead to a further value cumulative and instigative company for our shareholders and workers, and a more engaging bone for our guests and mates.”

“ Moment marks an important step in our sweats to bring together some of the strongest leadership brigades, content generators, and film libraries in the media business to produce extraordinary entertainment and value for Indian consumers,” saidMr. Ravi Ahuja, SPE’s Chairman of Global Television Studios and SPE Corporate Development. “ I want to thank Punit and his platoon 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 thankN.P. Singh, who presented us with the idea to explore this junction well over a time ago.N.P. has done extraordinary work structure SPNI to what it’s moment, and we look forward to continuing our work with him in his new part after closing MD & CEO, SPNI,Mr.N.P. Singh, added, “ This junction will produce a company that’s stylish in class and will review the silhouettes of the media and entertainment assiduity. As a representative of SPE on the Board of the new merged company, it’ll be my bid to give strategic guidance and support to the company’s operating platoon in achieving our vision. I’m also excited at the occasion of being appointed, Chairman, Sony Pictures India, to oversee SPE’s investments and draft a wider footmark for Sony in India SPE was advised on this sale by Morgan Stanley, KPMG Corporate Finance, and Shardul Amarchand Mangaldas & Co. ZEEL was advised by KPMG, JP Morgan, Trilegal and Boston Consulting Group.

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