ZEE ENTERTAINMENT EN

ZEEL
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Zee Entertainment Enterprises : Analyst Presentation – 22 December 2021

12/22/2021 | 06:53am

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, 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
    • Sony Pictures Entertainment Inc., the parent company of SPNI, would become a promoter of the combined entity
    • Majority of the board of directors of the combined company will be nominated by the Sony Group
    • Mr. Punit Goenka will lead the combined company as its Managing Director & CEO
  • 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 the closing the transaction, resulting in eventual holding of ZEEL Promoters to be 3.99% in the combined entity
  • SPNI is required to have cash balance of US$1.5bn at closing, to enable the combined company to drive sharper content creation across platforms, strengthen its footprint in the rapidly evolving digital ecosystem, bid for media rights in the fast-growing sports landscape and pursue other growth opportunities
  • Closing of the transaction is subject to certain customary closing conditions, including regulatory, shareholder, and third-party approvals

Current structure

ZEEL

ZEEL Public

Sony Group

Promoters

Shareholders

Corp

3.99%

96.01%

100%

100%

Zee Entertainment

Bangla Entertainment

Sony Pictures

Enterprises Ltd.

Private Limited

Networks India Private

(ZEEL)

("BEPL")

Limited (SPNI)

Final structure

ZEEL Promoters

ZEEL Public

Sony Group

Shareholders

Corp

3.99%

45.15%

50.86%

SPNI

Transferee Company

Listed in India

2

Execution steps included in the Draft scheme of arrangement

Sony Group

Sony Pictures

Entertainment Inc.

Sony Group to

infuse

cash to ensure SPNI has

(along

with

cash

infusion

from

Zee

promoters) $1.5bn cash

50.86%

prior to closing

ZEEL Public

Shareholders 45.15%

Expected

Sony

ZEEL

ZEEL Public

shareholding

Group

Promoters

shareholders

Non-compete fees of

Excluding the non-

52.97%

1.88%

45.15%

ZEEL

compete

USD equivalent of

INR 1,101 crore

Promoters

Proposed transaction,

50.86%

3.99%

45.15%

including the non-

compete

Cash infusion (equal to non- compete fees received)

SPNI shares

Bangla Entertainment Pvt.

Ltd. (BEPL)

100% subsidiary of Sony

Sony Pictures Networks India

Zee Entertainment

Group that owns the

Sony AATH channel

Private Limited (SPNI) *

Merged into SPNI

Enterprises Ltd. (ZEEL)

which is part of the

transaction perimeter

Public listed entity

3

* To be renamed

Illustrative chart which only reflects high level steps involved, subject to additional details regarding legal entities and structural steps

ZEEL's advisors and independent valuers

Financial advisors:

  • J.P. Morgan India Private Limited
  • KPMG

Fairness opinion by independent merchant banks:

  • Duff & Phelps India Private Limited
  • 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

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Disclaimer

Zee Entertainment Enterprises Limited published this content on 22 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 December 2021 11:52:04 UTC.

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