Sony Pictures sends Zee Entertainment termination notice to call off $10 billion merger

Sony Pictures Networks India issued a notice on Monday to Zee Entertainment Enterprises Limited (ZEEL) terminating the $10 billion merger they had announced on December 22, 2021..Sony Pictures, a company wholly owned by the Sony Group Corporation, also known as Culver Max Entertainment Limited, issued a news release on January 22 confirming this development. "Although we engaged in good faith discussions to extend the end date under the merger cooperation agreement, we were unable to agree upon an extension by the January 21 deadline. After more than two years of negotiations, we are extremely disappointed that closing conditions to the merger were not satisfied by the end date," the release said..Sony Pictures and ZEE entered into a non-binding term sheet agreement in September 2021 to bring together their digital assets, linear network, production operations and programme libraries.The Japanese company confirmed having issued notice to call off the merger after the two sides could not reach an agreement within a deadline set in December 2021.In the news release, Sony Pictures explained that the definitive agreements provided that if the merger did not close within 24 months (end date) after the signature date between the parties, there would be a discussion for an extension for a period of 30 days. If the parties were still unable to agree within the extension period, any party could terminate the agreements by providing written notice. "The merger did not close by the end date as, among other things, the closing conditions to the merger were not satisfied by then. Sony Pictures has been engaged in discussions in good faith to extend the end date but the discussion period has expired without an agreement upon an extension of the end date. As a result, on January 22, 2024, Sony Pictures issued a notice to Zee Entertainment terminating the definitive agreements," the news release stated. .Shardul Amarchand Mangaldas, Trilegal act on Zee-Sony merger.Reportedly, the deal unravelled after the media companies failed to agree on who would lead the combined entity, with Sony Group disinclined to have Zee Managing Director and Chief Executive Officer Punit Goenka at the helm.Troubles in the proposed merger had surfaced when one of Zee's largest shareholders, Invesco Holdings, which holds 17.8 per cent of the shares in the company, called for an extra-general meeting to replace Goenka at the end of 2021.The National Company Law Tribunal (NCLT) at Mumbai had eventually directed Zee to act on Invesco's requisition notice in accordance with law, which was challenged by Zee in the Bombay High Court. A single-judge of the High Court stayed the notice. However, this stay was set aside by a division bench. .In parallel developments, Goenka was barred from holding directorial or key managerial posts in listed companies by the Securities Exchange Board of India (SEBI) in June 2023. However, this order was later set aside by the Securities Appellate Tribunal (SAT) in October 2023. .Amidst this, the NCLT Mumbai approved the merger scheme in August 2023 despite opposition from creditors like Axis Finance, JC Flower Asset Reconstruction Co, IDBI Bank, Imax Corp and IDBI Trusteeship..If the merger deal had gone through, Sony Pictures would have indirectly held a majority of 50.86 per cent shares of the combined company. The founders of ZEEL would have held 3.99 per cent stakes and other Zee shareholders would have held a 45.15 per cent stake.Sony Group had also agreed to pay ₹1,100 crore to Essel Group promoters as a 'non-compete' fee.Sony Pictures was expected to have a cash balance of $1.5 billion at closing. This included infusion by the current shareholders of Sony Pictures Networks India and the promoters (founders) of Zee..[Read press release].Follow Bar and Bench channel on WhatsAppDownload the Bar and Bench Mobile app for instant access to the latest legal news.