The Singapore International Arbitration Centre (SIAC) has denied an interim relief to Japanese major Sony in its plea against Zee Entertainment approaching the National Company Law Tribunal (NCLT) to implement the merger scheme.
In a filing to the stock exchanges on Sunday, Zee said that the emergency arbitrator had passed an award, denying application by Sony’s entities Culver Max Entertainment and Bangla Entertainment, saying it had no jurisdiction or authority to injunct Zee from approaching the NCLT.
“These are matters which fall within the statutory scheme and are for the NCLT to decide,” Zee quoted from the emergency arbitrator’s order.
Sony had invoked arbitration proceedings against Zee when terminating the proposed $10-billion merger on January 22, citing non-fulfillment of closing conditions and had also slapped a $90-million (around `750-crore) termination fee on the latter.
In response, Zee had moved the Mumbai bench of the NCLT against Sony (on January 24) to enforce the merger that had been approved by the tribunal in August last year and had also contested the claims of the Japanese major at the SIAC.
In its January 24 exchange filing, Zee had denied Sony’s claim of not meeting closing conditions of the proposed merger, adding that it had complied with all its obligations in good faith.
Zee had also termed the $90-million termination fee by Sony as being “legally untenable”, saying there was no basis to it.
The proposed merger had hit a wall over leadership issues, with Sony pushing for NP Singh, its India MD & CEO, as the head of the merged entity, while Zee was asking for the merger scheme to be honoured. The December 2021 merger agreement had Zee’s MD & CEO Punit Goenka as the face of the merged entity, which Sony had said could not be considered in view of the Securities and Exchange Board of India’s (Sebi’s) probe against him.
Ahead of the merger deadline on January 21, Essel group chairman and Goenka’s father Subhash Chandra had written to finance minister Nirmala Sitharaman, seeking the Centre’s intervention to safeguard the interest of Zee’s minority shareholders.
In media interviews last week, Chandra had indicated that Zee’s promoter family, which held a 3.99% stake in the company, was looking to increase its shareholding in the firm by 5% as part of a longer-term plan to increase the stake to 26%.
Chandra had claimed that the promoter family would not take debt for the purpose, but would instead look to family members, including his younger son Amit Goenka, for an increase in shareholding.