Videocon d2h to merge with Dish TV, create new entity

Subhash Chandra's Essel Group will have 55.4% stake; new company to have revenue of up to Rs 5,916 cr

Videocon Group's DTH arm Videocon d2h will merge with Essel Group-owned Dish TV in an all share deal to create a new entity -- Dish TV Videocon Ltd.

Dhoot brothers-owned Videocon will own 44.6 per cent in the merged entity, while the billionaire Subhash Chandra's Essel Group will have 55.4 per cent stake.

"The Board of Directors of Dish TV and Videocon d2h Ltd today approved a scheme of arrangement for the amalgamation of Vd2h into Dish TV and the execution of definitive agreements in relation to such amalgamation," said a joint statement issued by both the DTH operators.

The combined entity would be positioned as the leading DTH operator in the country. It had a revenue of Rs 5,915.8 crore on a pro-forma basis for the fiscal year ended March 31, 2016.

Pursuant to the scheme, Dish TV Videocon will issue 857.791 million shares as consideration for the scheme and Videocon d2h shareholders shall be allotted 2.021 new shares of Dish TV Videocon for every one share held in Vd2h.

As per the scheme, Dish TV shareholders would be owning 1,066.861 million existing shares or 55.4 per cent of Dish TV Videocon, with Vd2h shareholders owning 857.791 million new shares or 44.6 per cent.

The transaction, which is expected to be completed in the second half of 2017, would be subject to regulatory approvals from various stakeholders such as SEBI, CCI, High Court of Bombay, Ministry of Information and Broadcasting, stock exchanges as well as shareholders and creditors of both companies.

The merger would provide "better synergies and growth opportunities and enable" it to provide differentiated and superior service and become a more effective partner for TV content providers in India.

Dish TV CMD Jawahar L Goel said: "This transaction, that brings together two powerhouse brands of the cable and satellite industry in India, will provide us with a gateway to harness growth opportunities in an ultra competitive multi player environment".

Videocon d2h Executive Chairman Saurabh Dhoot said: "Today we are very excited about this strategic combination to create a solid platform with decisive and proven leadership at the front..."

This would lead Dish TV Videocon to create value for all stakeholders, customers, employees and shareholders, he added.

According to the statement, the Essel Group firm would have an upper hand in Dish TV Videocon.

"At the close of the proposed transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon," the statement said.

It further added: "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".

After completion of the transaction, Dish TV Videocon shall continue to be listed on NSE and BSE in India and on the Luxembourg Stock Exchange in the form of GDRs.

"In the scheme, holders of Videocon d2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly," the statement said.