Zee Entertainment Enterprises has filed an application with the National Company Law Tribunal (NCLT) seeking the recall of the tribunal’s August 10, 2023 order, which sanctioned the merger scheme with Sony Group Corporation’s India media units, Culver Max Entertainment and Bangla Entertainment.
The Indian entertainment giant filed the application with the Mumbai bench of the NCLT on August 29, according to its regulatory filing.
Furthermore, on August 30, Zee withdrew its application and relinquished its rights to file claims/counterclaims before the arbitral tribunal constituted in the arbitration proceedings related to the merger cooperation agreement dated December 22, 2021.
The arbitration proceedings were initiated by Culver Max and Bangla Entertainment before the SIAC. Zee contested the Sony-owned companies’ claim of a $90 million termination fee for the non-fulfillment of the merger scheme.
“Accordingly, the scheme cannot be made effective in terms thereof,” Zee said in the regulatory filing.
On August 27, Zee and Sony announced that they had reached a comprehensive non-cash settlement, resolving all disputes related to the failed merger deal between the two companies.
In a joint statement, the companies confirmed that they had mutually agreed to withdraw all respective claims against each other in the ongoing arbitration at the SIAC and all related legal proceedings initiated in the NCLT and other forums.
“The settlement stems from a mutual understanding between the companies to independently pursue future growth opportunities with a renewed purpose and focus on the evolving media and entertainment landscape, signifying the definitive conclusion of all disputes,” the statement read.
On January 22, Sony Group terminated its merger deal with Zee and initiated arbitration proceedings against the Indian entertainment company in SIAC, seeking a $90 million termination fee.
The merger deal, two years in the making, was called off by Sony due to Zee’s failure to meet the merger closing conditions. Leadership of the combined entity was another sticking point between the two companies.
Following the termination of the deal, Zee filed an application before the NCLT, seeking directions for Culver Max and Bangla Entertainment to implement the merger deal. In June, the NCLT permitted Zee to withdraw its application.
In May, Zee had also announced the termination of the merger deal with Culver Max and Bangla Entertainment and demanded a $90 million termination fee from both companies.
Under the merger agreement signed in December 2021, Sony would have held 50.86% of the new company, while other Zee shareholders would have owned a 45.15% stake. Zee founders would have held a 3.99% stake in the combined entity.
Sony had also pledged to infuse $1.5 billion into the merged entity.
