NSE, BSE approve merger of Zee Entertainment with Sony Pictures Networks

New Delhi, July 29: Yes Entertainment On Friday, it said it has received approval from stock exchanges BSE and NSE for the proposed merger with Sony Pictures Networks India. The proposed merger with Culver Max Entertainment Pvt Ltd (formerly Sony Pictures Networks India) has been approved by the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Stock Exchange is a firm and positive step in the overall merger approval process,” it said.

This approval allows ZEEL to proceed with the next steps in the overall merger process. However, the overall plan of the arrangement is subject to applicable regulatory and other approvals, the statement said.

In December last year, both the media companies had signed definitive agreements for the merger of Zeel with SPNI after the conclusion of a special negotiation period during which both the parties had done mutual due diligence. When the merger deal was announced in September, the two networks had said Sony would invest US$1.575 billion and hold 52.93 per cent in the merged entity and Zee the remaining 47.07 per cent.

Under the terms of the definitive agreements, the statement said that SPNI would have a cash balance of USD 1.5 billion upon closure through infusion by existing shareholders of SPNI and the promoter founders of Zeel. After the closure, the newly combined company will be publicly listed in India.

The closing of the transaction is subject to certain customary closing conditions, including regulatory, shareholder and third party approvals, the statement said. As part of the agreement, Sony Pictures Entertainment Inc. will pay a non-compete fee to certain promoter founders of ZEEL, which will be used by them to infuse primary equity capital in SPNI. This would give them the right to acquire shares of SPNI, which would be equivalent to approximately 2.11 per cent of the shares of the combined company, on an eventual post-closure basis.

ZEEL Chief Executive Puneet Goenka will lead the combined company as its Managing Director and CEO. Most of the board of directors of the combined entity will be nominated by the Sony Group.

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