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    Zee Sony Case Study

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    rrinku
    The Zee-Sony merger represented a landmark deal within India's media landscape. This consolidation brought together two major entertainment powerhouses, creating a behemoth with a vast portfolio of channels, production capabilities, and over-the-top (OTT) platforms. The merger aimed to create synergies, allowing the combined entity to compete more effectively in an increasingly crowded and digitized market. Key considerations in this case study would include the motivations behind the deal, its

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    Zee Sony Case Study

    Uploaded by

    rrinku
    116 views5 pages
    The Zee-Sony merger represented a landmark deal within India's media landscape. This consolidation brought together two major entertainment powerhouses, creating a behemoth with a vast portfolio of channels, production capabilities, and over-the-top (OTT) platforms. The merger aimed to create synergies, allowing the combined entity to compete more effectively in an increasingly crowded and digitized market. Key considerations in this case study would include the motivations behind the deal, its

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    The Zee-Sony merger represented a landmark deal within India's media landscape. This consolidation brought together two major entertainment powerhouses, creating a behemoth with a vast portfolio of channels, production capabilities, and over-the-top (OTT) platforms. The merger aimed to create synergies, allowing the combined entity to compete more effectively in an increasingly crowded and digitized market. Key considerations in this case study would include the motivations behind the deal, its

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    116 views5 pages

    Zee Sony Case Study

    Uploaded by

    rrinku
    The Zee-Sony merger represented a landmark deal within India's media landscape. This consolidation brought together two major entertainment powerhouses, creating a behemoth with a vast portfolio of channels, production capabilities, and over-the-top (OTT) platforms. The merger aimed to create synergies, allowing the combined entity to compete more effectively in an increasingly crowded and digitized market. Key considerations in this case study would include the motivations behind the deal, its

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 5

    Merger of Sony Pictures Networks India and

    Zee Entertainment Enterprises Ltd.


    December 2021
    Transaction summary

     ZEEL and SPNI to combine their linear networks, digital assets, Current structure
    production operations and program libraries

     Combined company would be a publicly listed company in India in


    which Sony Pictures Entertainment would hold a majority stake ZEEL ZEEL Public Sony Group
    Promoters Shareholders Corp
     Sony Pictures Entertainment Inc., the parent company of SPNI, would
    become a promoter of the combined entity 3.99% 96.01%
     Majority of the board of directors of the combined company will be 100% 100%
    nominated by the Sony Group
     Mr. Punit Goenka will lead the combined company as its Managing
    Zee Entertainment Bangla Entertainment Sony Pictures
    Director & CEO Enterprises Ltd. Private Limited Networks India Private
    (ZEEL) (“BEPL”) Limited (SPNI)
     Sony Group will pay non-compete fees of USD equivalent of INR 1,101
    crore to promoters of ZEEL
     Promoters of ZEEL commit to invest an equal amount in SPNI prior to Final structure
    the closing the transaction, resulting in eventual holding of ZEEL
    Promoters to be 3.99% in the combined entity Sony Group
    ZEEL Public
     SPNI is required to have cash balance of US$1.5bn at closing, to ZEEL Promoters Corp
    Shareholders
    enable the combined company to drive sharper content creation across
    platforms, strengthen its footprint in the rapidly evolving digital 3.99% 45.15% 50.86%
    ecosystem, bid for media rights in the fast-growing sports landscape
    and pursue other growth opportunities
    SPNI
     Closing of the transaction is subject to certain customary closing Transferee Company
    conditions, including regulatory, shareholder, and third-party approvals Listed in India
    2
    Execution steps included in the Draft scheme of arrangement

    Expected Sony ZEEL ZEEL Public


    shareholding Group Promoters shareholders

    Sony Group Non-compete fees of


    Excluding the non-
    compete
    52.97% 1.88% 45.15%
    USD equivalent of ZEEL
    INR 1,101 crore
    Sony Pictures Promoters Proposed transaction,
    including the non- 50.86% 3.99% 45.15%
    Entertainment Inc. compete

    Sony Group to infuse Cash infusion (equal to non-


    cash to ensure SPNI has compete fees received)
    (along with cash
    infusion from Zee
    promoters) $1.5bn cash 50.86% Bangla Entertainment Pvt.
    prior to closing SPNI shares Ltd. (BEPL)

    100% subsidiary of Sony


    ZEEL Public Sony Pictures Networks India
    Zee Entertainment
    Group that owns the
    Sony AATH channel
    Private Limited (SPNI) *
    Shareholders 45.15% Merged into SPNI Enterprises Ltd. (ZEEL) which is part of the
    transaction perimeter

    Public listed entity

    * To be renamed
    Illustrative chart which only reflects high level steps involved, subject to additional details regarding legal entities and structural steps
    3
    ZEEL’s advisors and independent valuers

    Financial advisors: Fairness opinion by independent merchant banks:

     J.P. Morgan India Private Limited  Duff & Phelps India Private Limited

     KPMG  ICICI Securities Limited

    Legal advisors: Trilegal Commercial due diligence: Boston Consulting Group (“BCG”)

    Independent valuer: GT Valuation Advisors Pvt. Ltd. Financial & Tax diligence: Deloitte Haskins & Sells LLP

    Legal and compliance diligence: Trilegal

    4
    5

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