New Delhi: In a major development, Zee Entertainment Enterprises Ltd (Zeel) MD Punit Goenka has informed the Company Board that Invesco representatives had covertly offered a merger proposal to him with a “large Indian group” in February, early this year.

The "deal" involving the merger of the Company and certain entities owned by a large Indian group (Strategic Group) was presented by Invesco’s representatives Aroon Balani and Bhavtosh Vajpayee, the Zeel MD told the Board in a note. According to the deal, upon completion of the merger, the Strategic Group would have held a majority stake in the merged entity and Goenka would have been appointed as the MD & CEO. Through several correspondents, Invesco even “acknowledged Goenka's reputation, experience, and capabilities as a professional and insisted that he would be paramount in leading the operations and business of the merged entity," wrote Goenka.

The Zeel MD also told the Board that as per the deal, the merging entities of the Strategic Group were over-valued, and it would have resulted in a loss to the stakeholders of the Company. "If the proposed deal would have been approved, the shareholders of the Company would have suffered a loss of at least Rs 10,000 crore," claimed Goenka.

But, when he expressed his apprehensions regarding the deal, "Invesco told him that they had already finalised the key commercial terms of the merger with the Strategic Group and there was no room to negotiate or even diligence the entities to be merged or the valuations of those entities,” he wrote. “In fact, I was asked to ensure that the Company consummates the deal within a period of just five days!”

The promoter group of the Company was being offered 3.99 per cent shareholding of the Merged Entity, and Goenka was further offered employee stock options (ESOPs) (with no vesting conditions), representing approx. four per cent of the shareholding of the Merged Entity. Accordingly, the existing promoter group of the Company along with Goenka would have held up to eight per cent in the Merged Entity.

Goenka maintained that the latest turn of events, confirms that Invesco is blatantly trying to take de-facto control of the Company without adhering to any take over regulations.

The letter comes in the backdrop of the intense board room tussle that the Company has been facing, with the two investors- Invesco Developing Markets Fund and OFI Global China Fund LLC Invesco who together hold an 18 per cent stake demanding an extraordinary general meeting (EGM) to remove Goenka as MD. However, the latest move by Goenka has raised further questions over the motives behind the investors’ persistent calls for an EGM.

Last week, Invesco wrote a biting Open letter stating how they have been in talks with Zeel’s management for over two years, regarding the “repeated governance failures” and “underperformance” of the Company. The letter signed by Invesco’s chief investment officer Justin M. Leverenz even termed the Sony-Zeel merger as a “camouflage to distract from the primary issue before the company.”

Goenka highlighted that Invesco's stance in their Open Letter sent on 11 October that they "will oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders," runs contrary to the very deal Invesco was proposing itself a few months ago. Accordingly, public securities markets have been misinformed by Invesco, he maintained.

The Company Board discussed Goenka's letter on Tuesday, and concluded, that "Invesco's actions over the past few weeks, have been motivated by circumstances that are extraneous to the Company's business or performance, or issues of corporate governance or the public interest." The Board added that it will separately respond to certain unjustified comments made in the Open Letter.