Setback for Sony: Emergency arbitrator denies any relief in case against Zee Entertainment

The Emergency Arbitrator has denied Sony's application against Zee Entertainment in the Singapore International Arbitration Center (SIAC), Zee said on Sunday. It said that the emergency arbitrator had passed an award, denying the application for emergency interim relief filed by Sony's Indian entities Culver Max and BEPL. 

The arbitrator, it said, has determined that it has no jurisdiction or authority to injunct Zee from
approaching the NCLT to implement the merger scheme since these are matters which fall within
the statutory system and are for the NCLT to decide".

Also read: Zee-Sony fallout: Zee incurred Rs 700-cr cost for merger deal, says report

In 2021, Sony's Indian entity Culver Max Entertainment (CME) and Zee entered a deal to create a $10 billion entertainment firm. However, their talks fell through and Sony called off the deal in January 2024.

Sony Group's Culver Max sought a termination fee of $90 million from Zee on account of alleged breaches of the terms of the Merger Co-operation Agreement (MCA). In response, Zee also initiated legal action to contest Culver Max's claims at the SIAC. 

Zee has moved the National Company Law Tribunal (NCLT), seeking a direction to implement the merger. The firm asserted that Sony Group firm Culver Max and BEPL (Bangla Entertainment Pvt Ltd), which were to be merged with ZEEL, "are in default of their obligations to give effect to" and implement the scheme of merger that was sanctioned by the NCLT.

The NCLT on August 10, 2023, approved the scheme of merger of ZEEL with Sony group entities Culver Max Entertainment (earlier known as Sony Pictures Networks India) and BEPL.

"The Company has called upon Culver Max and BEPL to immediately withdraw the termination and confirm that they will perform their obligations to give effect to and implement the Merger Scheme, sanctioned by the NCLT," it noted.

Terminating the deal, Sony Group had said ZEEL did not satisfy the merger conditions despite engaging in discussions to extend the end date for consummation of the transaction. However, ZEEL refuted all claims and assertions made by Culver Max and BEPL regarding alleged breaches of the agreement, including claims for the termination fee, and reserves all its rights in this matter.