Zee Entertainment Enterprises Ltd’s Punit Goenka was seen tweeting from the Ayodhya Ram Mandir ceremony on the day of the Zee-Sony merger’s termination. Sony is demanding $90 million as merger termination fee, after it called off the $10 billion merger over alleged breaches by ZEEL. Zee said it will take legal action and has called for a board meeting.
“As I arrived at Ayodhya early this morning for the auspicious occasion of Pran Pratishtha, I received a message that the deal that I have spent 2 years envisioning and working towards had fallen through, despite my best and most honest efforts. I believe this to be a sign from the Lord. I resolve to move ahead positively and work towards strengthening Bharat’s pioneering M&E Company, for all its stakeholders. Jai Shri Ram,” Goenka shared in a tweet.
As I arrived at Ayodhya early this morning for the auspicious occasion of Pran Pratishtha, I received a message that the deal that I have spent 2 years envisioning and working towards had fallen through, despite my best and most honest efforts.
I believe this to be a sign from… pic.twitter.com/gASsM4NdKq— Punit Goenka (@punitgoenka) January 22, 2024
In August 2023, days after the NCLT (National Company Law Tribunal) approved the Zee-Sony merger, SEBI (Securities and Exchange Board of India) issued an order that prevented Goenka and his father Subhash Chandra from assuming any significant management roles in Zee companies or the newly-merged entity.
In its board meeting today Zee, acknowledged communications received from Culver Max Entertainment Pvt. Ltd. on 22nd January 2024, looking at terminating the merger co-operation agreement dated 21st December 2021 and seeking a termination fee of USD 90 million on account of alleged breaches by ZEEL of the terms of MCA, invoking arbitration and seeking interim reliefs against ZEEL.
“ZEEL categorically denies all the assertions raised by Culver Max and BEPL on the alleged breaches under the terms of the MCA (Ministry of Corporate Affairs) including their claims for the termination fee,” the company said in a press statement.
The Board of Directors noted that all efforts and steps were taken by ZEEL in line with the Merger Co-operation Agreement, approved by its shareholders and all regulatory authorities. ZEEL has consistently worked towards the implementation of the mentioned scheme in the interest of the shareholders. ZEEL also held several deliberations and good faith negotiations with Culver Max and BEPL, with a view to consider an extension of the merger completion timeline, that did not materialise.
“ZEEL’s Board of Directors is evaluating all the available options. Basis the guidance received from the Board, ZEEL will take all the necessary steps to protect the long-term interests of all its stakeholders, including by taking appropriate legal action and contesting Culver Max and BEPL’s claims in the arbitration proceedings,” the statement added.
ZEEL inked the Merger Co-operation Agreement with Culver Max and BEPL on 21st December 2021, in relation to the Composite Scheme of Arrangement, which was approved by the Mumbai bench of the Hon’ble National Company Law Tribunal (NCLT) on 10 and 11 August 2023, respectively.
Zee Entertainment Enterprises Ltd’s Punit Goenka was seen tweeting from the Ayodhya Ram Mandir ceremony on the day of the Zee-Sony merger’s termination. Sony is demanding $90 million as merger termination fee, after it called off the $10 billion merger over alleged breaches by ZEEL. Zee said it will take legal action and has called for a board meeting.
Sony Pictures Entertainment said in a statement issued today, “Although we engaged in good faith discussions to extend the end date under the merger cooperation agreement, we were unable to agree upon an extension by the January 21 deadline. After more than two years of negotiations, we are extremely disappointed that closing conditions to the merger were not satisfied by the end date.”