Sony and India's Zee TV sign agreement to merge amid shareholder rift

Sony Pictures Networks India will own a 50.86% stake in the merged entity

A Sony Entertainment banner at a film set in Mumbai. The deal to merge with Zee will help expand Sony’s media business in the world’s second-most populous country. Reuters

Zee Entertainment Enterprises, India’s largest listed television network, approved a merger agreement with Sony Group’s Indian unit amid a complicated boardroom and courtroom feud between Zee’s founders and its largest shareholder.

Sony Pictures Networks India will own a 50.86 per cent stake in the merged entity, while Zee’s founders will own 3.99 per cent, according to an exchange filing from Zee on Wednesday. Public shareholders will have the remaining 45.15 per cent as part of the definitive agreement.

The transaction will help expand Sony’s media business in the world’s second-most populous country, where Zee commands 17 per cent of the media and entertainment market.

The announcement comes three months after Zee and Sony’s non-binding pact was made public on September 22. That escalated a takeover battle between founder Subhash Chandra’s family and Atlanta-based Invesco Developing Markets Fund, which owns a 18 per cent stake, the largest share of equity.

Zee’s board also approved the appointment of Punit Goenka, Mr Chandra’s son, as chief executive of the newly created entity, according to the filing. Zee’s founders agreed to cap the equity they may own in the combined company to 20 per cent of its outstanding shares, according to the terms of the deal.

The latest development shows Sony and Mr Chandra are making a renewed effort to close a deal.

Mr Chandra is keen to retain his family’s influence on the indebted media company he founded in 1992, while acquiring Zee will give Sony access to its more than 1.3 billion viewers globally, and a vast library of local Indian language content dating back to the 1990s. Zee’s own streaming platform is also a leader in India, with almost 73 million monthly active users as of the end of March.

Zee’s shares were trading 1.8 per cent higher at 9.17am in Mumbai (7.47am UAE time), pushing this year’s advance to almost 58 per cent.

Invesco, unhappy with the way Zee was run, has been seeking a shareholder meeting to fire Mr Goenka from the board and as chief executive.

Zee founders have blamed the US fund of having a “certain larger design” in forcing a shareholder meeting. Invesco sought to oust Mr Goenka after its attempts to see through a buyout of Zee in March by Reliance Industries – helmed by Asia’s richest man Mukesh Ambani – fell through.

The Bombay High Court is hearing Invesco’s appeal against an October order that barred the US fund from calling a meeting of Zee’s shareholders. That could disrupt the latest deal, as Invesco did not support it because its terms, when the non-binding pact was announced in September, allowed Mr Goenka to stay on as chief executive and raise the founders’ shareholding in the combined entity.

The definitive agreement retains those terms. The merger transaction still requires regulatory, shareholder, and third-party approvals.