As per the deal presented to Punit Goenka, upon completion of the aforesaid merger, Goenka would have been appointed as the MD and CEO of the Merged Entity
Amidst the ongoing battle between ZEEL and Invesco, Zee Entertainment Enterprises Limited stated on Tuesday that Aroon Balani and Bhavtosh Vajpayee, representatives of Invesco Developing Markets Fund, had proposed a merger of Zee with certain entities owned by a “large Indian group” in February. As per the deal presented to Punit Goenka, upon completion of the aforesaid merger, the Strategic Group would have held a majority stake in the merged entity (the Merged Entity) and Punit Goenka would have been appointed as the MD and CEO of the Merged Entity. Goenka expressed his concerns regarding the deal stating that the deal was overvalued and it would result in a loss to the stakeholders of the company.
“The Company’s management team informed the Board that in their considered view, the valuation attributed to the entities belonging to the Strategic Group could have been inflated by at least Rs 10,000 crores. This would mean that if the proposed deal would have been approved, the shareholders of the Company would have suffered a loss of at least Rs 10,000 crores,” Zee stated in BSE filing.
In retaliation to Punit Goenka’s apprehensions towards the deal, especially surrounding the valuation gaps in the merging entities of the Strategic Group, Goenka stated that he was informed by Invesco that the deal would be consummated with or without him. “When Mr. Punit Goenka expressed governance concerns in relation to the deal (especially surrounding the valuation gaps in the merging entities of the Strategic Group)’ he was informed by Invesco that the deal would be consummated with or without him, even though Invesco believed that he was best suited to lead the Merged Entity and his absence would erode shareholder value. Invesco time and again reminded Mr. Goenka that if he were to refuse to progress the deal, he and his family would lose out,” the filing stated.
Furthermore, Punit Goenka also stated that the promoter group of the Company was being offered 3.99% shareholding of the Merged Entity with no dilution in the existing stake of the promoter group of the Company. Goenka was further offered employee stock options (ESOPs) (with no vesting conditions), representing approximately 4% of the shareholding of the Merged
Entity. Accordingly, the existing promoter group of the Company along with Goenka would have held up to 7-8% in the Merged Entity. With these facts, Goenka also answered the questions raised by Invesco in their open letter. “Invesco’s stance in their Open Letter that they “will firmly oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders”, runs contrary to the very deal Invesco was proposing itself a few months ago. Accordingly, public securities markets have been misinformed by Invesco,” it stated.
Earlier, in an open letter to Zee shareholders, Invesco had expressed concern about some of the terms of Sony India’s proposed purchase of Zee, which it claims favour the promoters over ordinary shareholders.