The closing of the transaction is subject to certain customary closing conditions, including regulatory, shareholder, and third-party approvals, it further added.

After the deal is closed, Sony Pictures Entertainment (SPE), the parent company of SPNI, will indirectly hold a majority 50.86% of the combined entity. Meanwhile, the ZEEL founders will hold 3.99%, and the other ZEEL shareholders will hold a 45.15% stake.

By virtue of the shareholding pattern, shareholders approval will be crucial for completing the deal as it can be closed only after three-fourth of them support the merger. Notably, the merger deal has been signed as Zee Entertainment is engaged in a legal battle with its largest investor Invesco for the control of the company.

Once the Zee-Sony deal is finalised, Punit Goenka, the incumbent ZEEL CEO, will lead the merged entity as its managing director and CEO. Sony Group will nominate most of the directors on the board of the new entity, including N.P. Singh, the current SPNI managing director and CEO. On closing, Singh will assume a broader executive position at SPE as Chairman, Sony Pictures India (a division of SPE), reporting to Ravi Ahuja, SPE’s chairman of global television studios and SPE corporate development.

Also, as part of the definitive agreements, the ZEEL promoters have agreed to limit the equity that they may own in the combined company to 20% of its outstanding shares. This construct does not provide them any pre-emptive or other rights to acquire equity of the combined company from the Sony Group, the combined company or any other party, the joint statement clarified.

Any shares the ZEEL promoters buy in the merged entity must be in compliance with all applicable laws including any pricing guidelines.

zee sony merger ratio

Zee, Sony sign merger deal; Punit Goenka to lead new entity