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Updated January 30th, 2024 at 21:27 IST

Zee shareholder moves NCLT for merger deal

Sony Pictures Network India, now known as Culver Max, has 3 weeks to file a response.

Zee
Zee's shares dropped as much as 30 per cent to hit fresh 52-week ow of Rs 162.25. | Image:Republic
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The National Company Law Tribunal (NCLT) received a petition from a shareholder of Zee Entertainment Enterprises Ltd on Tuesday, seeking enforcement of the now-cancelled merger deal between ZEEL and Sony.

NCLT’s Mumbai bench also directed Culver Max, earlier known as Sony Pictures Network India, to file a response within three weeks. The next date of hearing has been fixed on March 12.

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Sony Group Corp on January 21 had terminated the $10 billion merger agreement with ZEEL, and sought $90 million for breaching conditions besides initiating arbitration.

SGC is the Japanese parent company of Sony Picture Network India (SPNI) and BEPL.

The petition was filed by Mad Men Film Ventures, who is a shareholder of ZEEL.

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Mad Men Film Ventures had sent an application to ZEEL and Sony, requesting the companies to implement the merger deal which was approved by the NCLT in August 2023.

Counsel to the ZEEL shareholder Shyam Kapadia informed the tribunal that his client had sent the application to Sony on December 5, 2023, receiving no response from the Japanese firm.

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''From media reports it appears that there was a dispute between ZEE and Sony on who would lead the resulting company post the merger, even though the scheme of arrangement (merger) clarified who would head the merger,'' he said.

Darius Khambata, representing Sony, urged the tribunal to dismiss the plea filed by Mad Men Film Ventures on grounds of it being not maintainable.

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''It is crystal clear, not only from the application but also from the affidavit received yesterday from the shareholder, that he was nothing but a proxy for ZEE,'' he argued.

The merger was conditional upon the satisfaction of certain conditions precedent in a separate contract between Zee and Sony, one of the main clauses of the scheme of arrangement states - as per the lawyer.

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''The scheme is entirely a conditional one and expressly some of the conditions have not been met,'' Khambata said.

The tribunal rejected his arguments and fixed the next date of hearing on March 12.

(With PTI inputs)

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Published January 30th, 2024 at 21:27 IST

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