Disputes Settlement
Zee Ent, Sony India settle all disputes related to merger termination
This story was originally published at 17:23 IST on 27 August 2024
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--Zee Ent: Board OKs settlement pact with Culver Max Ent, Bangla Ent
--Zee Ent to withdraw $90 mln claim related to Sony merger termination
--Zee Ent: To settle all disputes related to Sony merger termination
MUMBAI – Zee Entertainment Enterprises Ltd today said it has entered into a settlement agreement with Culver Max Entertainment Pvt Ltd, which operates in India as Sony Pictures Networks India, and Bangla Entertainment Pvt Ltd, to settle all disputes related to the merger cooperation agreement and the composite scheme of arrangement. The three companies have arrived at a comprehensive non-cash settlement, according to a press release.
As part of the settlement, the companies have mutually agreed to withdraw all claims against each other, in the ongoing arbitration at the Singapore International Arbitration Centre, and all related legal proceedings initiated in the National Company Law Tribunal and other forums. The companies will also withdraw the respective composite schemes of arrangement from the National Company Law Tribunal.
"An application will be made by the parties before the Singapore International Arbitration Centre to withdraw and relinquish all application(s), claim(s) and/or counterclaim(s) against each other in relation to and arising out of the transaction documents, including their termination and implementation, all claims for the $90 mln termination fee, damages, transaction, litigation and other costs incurred," Zee Entertainment said.
As per the agreement, none of the parties will have any outstanding or continuing obligations or liabilities to the other. "The settlement stems from a mutual understanding between the companies to independently pursue future growth opportunities with a renewed purpose and focus on the evolving media and entertainment landscape, signifying the definitive conclusion of all disputes," Zee Entertainment said.
In April, Zee Entertainment withdrew the merger implementation application filed before the Mumbai bench of National Company Law Tribunal, against Culver Max. The application, filed in January, sought a direction to implement the composite scheme of arrangement between companies.
In January, the Sony Group Corp terminated the $10-bln merger of its India unit with Zee Entertainment as "closing conditions" to the merger were not satisfied by the due date. The merger, which was first announced in December 2021, saw several hurdles including from the Competition Commission of India, objections from lenders, bankruptcy cases, and the Securities and Exchange Board of India's investigation into alleged siphoning-off of funds from Zee Enterprises promoters. However, it was differences between the two parties that led to the collapse of the merger, even after the companies managed to secure all regulatory approvals.
After the termination of the merger, Sony Group had issued a notice invoking arbitration against Zee Entertainment and had sought emergency interim relief against the Indian media entity claiming alleged breach of the terms of the merger agreement. Zee Entertainment denied all the assertions raised by Culver Max and Bangla Entertainment on the alleged breaches under the terms of the merger cooperation agreement, including their claims for the termination fee.
Today, shares of Zee Entertainment ended almost 12% higher at 150.83 rupees on the National Stock Exchange. End
Reported by Darshan Nakhwa
Edited by Ashish Shirke
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