Sony calls off merger of its India unit with Zee Entertainment

Sony Group Corp. has formally communicated to Zee Entertainment Enterprises Ltd. its decision to cancel the merger with its India unit.

The Japanese entertainment giant sent a termination letter to Zee early on Monday and is expected to disclose it to the exchange later. Sony cited unmet conditions as the reason for terminating the merger with Zee.

Sony, in a statement, said, “The Merger did not close by the End Date as, among other things, the closing conditions to the Merger were not satisfied by then. Sony Pictures Networks India Private Ltd (SPNI) has been engaged in discussions in good faith to extend the End Date but the Discussion Period has expired without an agreement upon an extension of the End Date. As a result, on January 22, 2024, SPNI issued a notice to ZEEL terminating the definitive agreements."

The merger, announced over two years ago, faced challenges concerning the leadership of the combined entity, exacerbated by the Securities and Exchange Board of India (SEBI) probe into Zee chief executive officer Punit Goenka.

Why did Sony call off the $10 billion merger deal with Zee?

The termination stems from a deadlock between the companies regarding the leadership of the merged entity, particularly involving Zee's CEO Punit Goenka, who is under investigation by capital markets regulator SEBI. This impasse has effectively derailed the deal, which aimed to establish a $10 billion media powerhouse capable of competing with global giants like Netflix Inc. and Amazon.com Inc.

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Sony's termination letter follows the expiration of a 30-day grace period over the weekend. During this period, the two parties failed to reach an agreement on a deadline set in late December.

In June, SEBI accused the Mumbai-based media house of fabricating the recovery of loans to conceal private financing deals by its founder, Subhash Chandra. SEBI's interim order stated that Chandra and his son, Goenka, "abused their position" and diverted funds.

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Although Goenka obtained relief from an appellate authority against the SEBI order, which barred him from holding an executive or director position in a listed company, Sony continued to perceive the ongoing probe as a looming corporate governance concern.

(Inputs from agencies)