Shardul Amarchand Mangaldas, Trilegal act on Zee-Sony merger

Sony Pictures Networks India will own a majority stake of almost 51 percent stake in the newly merged entity - which will be publicly listed in India
Zee Sony merger
Zee Sony merger

Media and entertainment giant Zee Entertainment Enterprises Limited's (ZEEL) board has cleared merger deal with Sony Pictures Networks India (SPNI).

SPNI will have cash balance of USD $1.5 billion at closing, this includes infusion by the current shareholders of SPNI and the promoters (founders) of ZEEL.

Shardul Amarchand Mangaldas advised Sony Pictures on this transaction. The team was led by Partners Gunjan Shah, Karun Prakash and Shruti Kinra.

Shardul Amarchand Mangaldas
Shardul Amarchand Mangaldas

Partners Aparna Mehra and Rohan Arora advised on competition law aspect.

Other partners involved on this include Anuj Berry, Alina Arora, Pooja Ramchandani, Anirudh Das, Amit Singhania, Shahana Chatterji, Dev Robinson, J.V. Abhay and Yogesh Chande.

Trilegal advised ZEEL.

Trilegal
Trilegal

Nishant Parikh and Harsh Maggon, Partners, Corporate Practice Group, led the deal along with Corporate Partner Ankit Kejriwal and National Head of the Competition Practice, Nisha Kaur Uberoi. Nikhil Narendran (Technology), Atul Gupta (Employment), Shruti Rajan (Financial Regulatory), Nitesh Jain (Disputes), Tine Abraham (Disputes), Kunal Gupta (Disputes) and Gautam Chawla (Competition) were other key partners involved in the Trilegal team.

ZEEL is also having investor troubles with one of the large shareholder Invesco Holdings, which holds 17.8% shares is suing the company to hold a EGM asking promoter director to step down.

A heavily contested battle before NCLAT and the Bombay High Court means that the deal may be subject to many legal hurdles before it is completed. Senior Advocates Mukul Rohatgi, Gopal Subramaniam, Janak Dwarkadas, Naavroz Seervai, Sudipto Sarkar and Arun Kathpalia have appeared in that litigation.

ZEEL has been represented by Trilegal even before NCLAT and High Court, while Economic Laws Practice had represented the Goenkas (Founder of Zee) in that litigation before the Courts. Dhruve Liladhar & Co represented Invesco Holdings.

Sony Pictures will pay a non compete fee to some founders of ZEEL which will be used to infuse primary equity capital into SPNI for acquiring shares of Sony. This would be approximately 2.11% of the share of the combined company on a post-closing basis.

Sony Pictures after the closing of the deal will indirectly hold a majority 50.86% of the combined company; the founder of ZEEL will hold 3.99% and other ZEEL shareholders will hold a 45.15% stake.

As part of the definitive agreements, the founders of ZEEL have agreed to limit the equity that they may own in the combined company to 20% of its outstanding shares.

Punit Goenka will lead the combined company as its Managing Director & CEO. The majority 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, NP Singh.

Other Trilegal attorneys who were part of the deal team include Harshit Anand and Deepthi Rajeev Counsels; Sameer Raina, Prarthna Baranwal, Snigdha Guha Roy, Radhika Seth, Rachana Rautray, Kanishka Maggon, Anubhav Ghosh, Shivani Rawat, Atul Jain, Shreya Kundu, Adrish Guha Majumder, Vatsala Kumar, Senior Associates; Siddharth Gupta, Senior Consultant; Carina Singh, Kshitij Aditya Sharma, Akshita Pandey, Swarnima Jayanto Mukherjee, Nehal Binani, Rutvij Naik, Shreya Shenolikar, Priya Venkatesan, Wamika Jha, Apoorva Singh, Yash Modi, Ashim Gupta, Rutvi Pandya, Samriddha Gooptu, Madhav Kapoor, Nikita Rathi, Puja Saha, Anjana Ravi, Akanksha Singh, Cheta Sheth, Dayaar Singla, Tania Gupta, Archana Parameswaran Iyer, Nishi Bhankharia, Ritika Ajitsaria, Varun Mansinghka, Ajit Brar, Angelika Awasthi, Kuruvila M Jacob, Brihad Ralhan, Labeeb Faaeq, Vivek Sameer Shah, Vidhi Hitesh Shah, Associates.

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