BENGALURU: The Saurabh Dhoot led Videocon d2h Limited (Videocon d2h) has informed the Security Exchange Commission (SEC) that its equity shareholders have thought it fit and given consent by the requisite majority to the scheme of arrangement for amalgamation of Videocon d2h with Subhash Chandra’s Dish TV India Limited (Dish TV) and their respective shareholders and creditors. In pursuance to the Order of the Hon’ble National Company Law Tribunal, dated 22 March, 2017, the meeting of the shareholders was held on 9 May in Mumbai. The company intends to file the company petition with the Hon’ble National Company Law Tribunal seeking sanction of the scheme.
Further, Videocon d2h has also informed the SEC thaton 9 May 2017 it has received a letter dated 4 May 2017from the Competition Commission of India, approving the proposed combination of Videocon d2h with Dish TV.
Videocon d2h is a Nashdaq listed company, while Dish TV is listed on the NSE and BSE in India and the Luxembourg Stock Exchange in the form of GDRs’. The merged entity, Dish TV Videocon, will have a joint management structure with Jawahar Goel as its Chairman and MD and a vice-chairman and deputy managing director nominated by Videocon D2H shareholders.
According to a Dish TV press release, following the closing of the merger transaction, the merged entity will be renamed as Dish TV Videocon Limited (Dish TV Videocon). Dish TV Videocon shall issue 857.791 million (85.7791 crore) shares as consideration for the Scheme and the Vd2h shareholders shall be allotted 2.021 new shares of Dish TV Videocon for every one share held in Vd2h subject to certain adjustments. This would result in Dish TV shareholders owning 1,066.861 million (106.6861 crore) existing shares or 55.4% of Dish TV Videocon, and Vd2h shareholders owning 857.791 million (85.7791 crore) new shares or 44.6% of Dish TV Videocon.
Dish TV Videocon will be led by Jawahar Lal Goel as Chairman and Managing Director, combining the strength of senior and operating management teams while offering further career growth opportunities for employees of the two merging companies. The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be cice chairman and the other a deputy managing director.
The merger is expected to create a leading cable and satellite distribution platform in India. Dish TV Videocon would serve 27.6 million (2.76 crore) net subscribers in India, as of September 30, 2016 on a pro forma basis, out of a total of 175 million (17.5 crore) TV households in India highlighting significant room for growth.
At the close of the merger transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon. The Dish TV principals are also in discussion with the Vd2h principals to purchase some of the Vd2h principals’ shares in Dish TV Videocon post the amalgamation, details of which are likely to be finalised soon.
