Bloomberg reported that Sony was no longer keen on the deal with Punit Goenka leading the new entity amid the ongoing regulatory probe.
"This is with reference to (i) the letter dated January 9, 2024 bearing reference number NSE/CM/Surveillance/13787 received from National Stock Exchange of India Limited; and (ii) an email dated January 9, 2024 bearing reference number L/SURV/ONL/RV/KS/ (2023- 2024)/ 78 received from BSE Limited, regarding the news item captioned "Sony on the brink of terminating $10 billion merger with Zee: The inside story of what went wrong over two years" In this regard, we would like to clarify that the above-mentioned article is baseless and factually incorrect. We wish to reiterate that the Company is committed to the merger with Sony and is continuing to work towards a successful closure of the proposed merger," the company said in a regulatory filing.
It further added: "We would also like to state that the Company has always complied with its obligations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and will continue to make disclosures in accordance with the same."
In September 2021, Sony Pictures Networks India and ZEEL agreed to merge their linear networks, digital assets, production operations, and program libraries. The merged entity would possess more than 70 TV channels, two video streaming services (ZEE5 and Sony LIV), and two film studios (Zee Studios and Sony Pictures Films India), establishing itself as the biggest entertainment network in India.
It is to be noted that the Sony-Zee deal includes a $100 million breakup fee, which is commonly used in takeover agreements to provide leverage on the seller and discourage them from backing out of the deal. The merger agreement allows Zee and Sony to extend the deadline for completing the merger three times. However, if Sony chooses to terminate the deal, they will be required to pay a $100 million termination fee to Zee.
It was decided that the Sony Group would nominate the majority of the board of directors for the merged entity. This board would include the current Managing Director and CEO of SPNI, N P Singh. However, concerns about the merger's future arose following Sebi's actions against Chandra and Goenka for diverting ZEEL's funds. The merger between ZEEL and sectoral regulators, including the Competition Commission of India, has received approval from the shareholders. Earlier in the day, Shares of Zee Entertainment dropped by 10 per cent to Rs 249.75 on BSE after it the news was published. Around 1.40 pm, the shares were trading at Rs 262.10 apiece on BSE, nearly 6 per cent down.
Emkay Global Financial's research report on Zee Entertainment noted that the breakdown at this stage can be a setback to both Sony and Zee. "We believe the merger not going through will be a lose-lose for both parties, particularly in the face of competition with a much larger entity of Reliance-Disney (if the merger goes through). Both parties will potentially have to recalibrate their strategies from ground zero, which would be a tall order," the report said.