Dish TV to acquire Videocon D2H.
Dish TV to issue 85.78 cr shares to Videocon D2H shareholders.
Current promoters of Dish TV to continue as promoters of Dish TV Videocon.
Videocon D2H Chairman: Combined entity to have 45% ownership of Videocon D2H.
Videocon D2H Chairman: Combined entity will have senior managers of both Videocon D2H & Dish TV.
Videocon D2H Chairman: Aim of the deal is to increase subscribers, increasing market share.
Videocon D2H Chairman: Company’s ownership will be represented by 55% of Dish TV shareholders.
Videocon D2H Chairman: Do not expect acquisition to create dominant position in market at present.
Videocon D2H Chairman: Deal will also be value accretive for customers of the combined entity.
Videocon D2H Chairman: Combined entity to have market share of ~20% making company one of the leading players.
Videocon D2H Chairman: Expect deal to be completed by H2, 2017.
Source: ETNOW twitter
MUMBAI: Ending months of speculations, India’s largest direct-to-home (DTH) player, Dish TV Videocon d2h (Vd2h) have decided to merge operations to form the single largest pay TV operator with 27.6 million net subscribers.
The Board of Directors of the two companies approved a scheme of arrangement for amalgamation on Friday.
Post completion, the merged entity will be renamed as Dish TV Videocon Limited. Current Dish TV MD Jawahar Goel will head the new company as chairman and managing director.
“Pursuant to the Scheme, Dish TV Videocon shall issue 857.791 million 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 as set out in the Scheme),” Dish TV said in a statement.
Dish TV shareholders will own 55.4% of Dish TV Videocon, while remaining 44.6% shares will be owned by Vd2h shareholders.
Vd2h principals will have the right to nominate two directors on the Dish TV Videocon Board, one of whom will be be Vice Chairman and the other a Deputy Managing Director.
The combined entity would have revenue of Rs. 5,915.8 crore and EBITDA of Rs. 1,826.2 crore for the fiscal year ended March 31, 2016.
Goel said: “We are pleased to announce this combination at a time when the cable & satellite Industry in India is rapidly progressing on the path to digitisation."
Saurabh Dhoot, Executive Chairman of Vd2h said: “Today we are very excited about this strategic combination to create a solid platform with decisive and proven leadership at the front would lead Dish TV Videocon to create value for all stakeholders, our customers, employees, and our shareholders.”
At the close of the Proposed 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.
Upon closing of the Proposed Transaction, Dish TV Videocon will continue to be listed on the National Stock Exchange of India and the BSE Limited in India and on the Luxembourg Stock Exchange in the form of GDRs.
In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly.
The Proposed Transaction remains subject to approvals, including from the Securities and Exchange Board of India, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. The Proposed Transaction is expected to close in the second half of 2017.
Morgan Stanley is acting as exclusive financial advisor to Dish TV and YES Securities Limited is acting as lead financial advisor to Vd2h.
The other advisors involved in the transaction are EY, SR Batliboi & Co. LLP, Luthra & Luthra Law Offices for Dish TV, and KPMG, Shardul Amarchand Mangaldas & Co., and Edelweiss Capital for Vd2h. Shearman & Sterling is acting as international legal advisor to both Dish TV and Vd2h in respect of the, US federal securities law and related aspects of the Proposed Transaction.