Sony-Zee merger deal evenly poised, it involves a $100-mn breakup fee: Sources

The mega $10-billion Sony-Zee merger deal is evenly poised at '50:50' and is still in the works, sources told Business Today on Monday. 

Earlier on Monday, Bloomberg reported that Sony is planning to call off the mega merger of its India unit with Zee Entertainment Enterprises Ltd due to standoff over latter's CEO Punit Goenka's leadership in the entity.

Bloomberg News, citing people familiar with the matter, reported that Sony is working on sending termination notice to Zee before January 20.

In an obvious reference to Sony, a source told Business Today that "dealing with multi-national bureaucracy is proving to be difficult on some matters".

"There are issues, and a way will have to be found out. The law cannot be overtaken by perceptions," the source said.

What could make things trickier is that the Sony-Zee deal involves a $100 million breakup fee.

A breakup fee is used in takeover agreements as leverage on the seller against backing out of the deal to sell to the purchaser.

The merger agreement allows Zee and Sony to extend the deadline to complete the merger thrice. But, if Sony decides against it, then it will have to pay a termination fee of $100 million to Zee.

Last month, ZEEL said Culver Max Entertainment, formerly known as Sony Pictures Networks India, has agreed to discuss extending the date required to make their merger scheme effective, a day ahead of the deadline

ZEEL had approached Culver Max and Bangla Entertainment Pvt Ltd (BEPL) for an extension in the deadline to complete the proposed merger, which will create India's biggest media conglomerate, said regulatory updates.

CMEPL is an indirect wholly-owned subsidiary of Sony Group Corporation (SGC). BEPL is also an indirect wholly-owned subsidiary of SGC and a part of the SGC Group.

The proposed $10-billion merger of ZEEL, BEPL and CMEPL has received regulatory approvals from fair trade regulator CCI, bourses NSE and BSE, shareholders and creditors of the company.

In August 2023, the Mumbai bench of the National Company Law Tribunal (NCLT) also gave a go-ahead to the merger of ZEEL and Culver Max Entertainment. As per the agreements, ZEEL MD & CEO Punit Goenka has to lead the merger entity. However, according to some reports, now CMEPL is insisting on making way for its Sony Pictures Network head N P Singh, reported PTI last month.

This followed an interim order by Sebi barring Essel Group chairman Subhash Chandra and Zee Entertainment Enterprises Ltd MD and CEO Punit Goenka from holding the position of a director or key managerial personnel in any listed company. The market regulator took the action after they were found diverting funds from the company.

Chandra and Goenka moved the Securities Appellate Tribunal (SAT) challenging the Sebi interim order. In October, SAT quashed the Sebi interim order.

Earlier in September 2021, then Sony Pictures Networks India and ZEEL had entered into a non-binding term sheet to bring together their linear networks, digital assets, production operations and programme libraries.

The combined entity would own over 70 TV channels, two video streaming services (ZEE5 and Sony LIV) and two film studios (Zee Studios and Sony Pictures Films India), making it the largest entertainment network in India.

Subsequently, the two parties signed a definitive agreement for their merger in December 2022.

As per the agreement, ZEEL's chief executive Punit Goenka was to lead the combined company as its Managing Director & CEO.

The majority of the board of directors of the combined entity would be nominated by the Sony Group and include the current SPNI Managing Director and CEO N P Singh.

However, questions over the future of the merger arose after Sebi's actions against Chandra and Goenka for siphoning off funds of ZEEL.

The proposed merger has already been approved by the shareholders of ZEEL and sectoral regulators including the Competition Commission of India.