In the season of statements, the latest one has come from billionaire Mukesh Ambani’s Reliance Industries Ltd. (RIL), followed by another one from Invesco that owns around 18 percent of Zee Entertainment.
Reliance on Wednesday admitted, earlier in the year, it was in fact in talks with Zee Entertainment for a merger that fell through over some differences, but that did not mean it’s now aiming a hostile or proxy takeover of the company founded by Subhash Chandra 29 years back.
The facilitator for the Reliance-Zee merger talks: who else, but Invesco.
Pointing out that it regrets being “drawn into the dispute between Zee and Invesco”, Reliance said, “In February/March 2021, Invesco assisted Reliance in arranging discussions directly between our representatives and Mr. Punit Goenka, member of the founder family and Managing Director of Zee.”
It further clarified as “differences arose between Mr. Goenka and Invesco” with respect to a “requirement of the founding family for increasing their stake by subscribing to preferential warrants”, the deal could not go through.
“The investors (Invesco) seemed to be of the view that the (Zee) founders could always increase their stake through market purchases.
“At Reliance, we respect all founders and have never resorted to any hostile transactions. So, we did not proceed further,” Reliance said setting at rest speculations in the media and in the industry about its role and who the unnamed corporate house could be that Goenka referred to in a letter Tuesday.
Reliance has a vast media presence in India through its Network18 business that includes VH1, Nickelodeon, MTV, a range of other local language channels and news channels like CNN-News18, CNBC TV18, and streaming platform VOOT, apart from news portals Firstpost and Moneycontrol.
Reliance also pointed out that it had made a broad proposal for merger of its media properties with Zee at “fair valuations of Zee and all our properties” with both the valuations arrived at based on the same parameters.
“The proposal sought to harness the strengths of all the merging entities and would have helped to create substantial value for all, including the shareholders of Zee.
“Reliance always endeavours to continue with the existing management of the investee companies and reward them for their performance. Accordingly, the proposal included continuation of Mr. Goenka as Managing Director and issue of ESOPs to management, including Mr. Goenka,” the Reliance statement elaborated.
Invesco Rejects Zee Allegations On Double Standards: The US investment firm Wednesday rejected allegations from Zee that it was resorting to double standards by objecting to a potential merger with Sony Group’s India unit (Sony Pictures Networks India) with terms similar to those discussed with Reliance, a Reuters dispatch from Mumbai stated.
Invesco’s response is the latest in a growing public spat where the US investor, which owns 18 percent of Zee, is calling for a revamp of Zee’s board and the removal of CEO Punit Goenka over alleged corporate governance lapses.
Zee said on Tuesday that the opposition by Invesco to the proposed Sony deal “runs contrary to the very deal Invesco was proposing” with Reliance and that the U.S. firm’s demands were not motivated by concerns around corporate governance or the company’s business.
Zee has accused Invesco of plotting a hostile takeover of the company and dismissed requests to call a shareholder meeting to vote on the U.S. investor’s demands, including appointing six new independent board members it had suggested. Zee earlier said it has tightened its processes.
The two sides are now locked in a bitter legal and public tussle where they are lashing out at each other almost daily. Invesco has asked an Indian tribunal to order Zee to call the meeting, and Zee has until October 21 to respond.
“The role of Invesco, as Zee’s single largest shareholder, was to help facilitate that potential transaction and nothing more,” Invesco said in a statement.
“…the implication that we as a shareholder would seek out a transaction for Zee that is dilutive to the long-term interests of ordinary shareholders, including ourselves, simply defies logic,” the Invesco statement said.
But Zee’s statement on Tuesday said it had rejected the Reliance deal offer over valuation concerns and that “it would result in a loss to the stakeholders of the company.”
Zee did not respond to requests for comment from Reuters on Wednesday.
“The new revelations show that Invesco is not just a shareholder exercising its rights but a motivated party,” Shriram Subramanian, founder of shareholder advisory firm InGovern, told Reuters, adding that it raises doubts whether the six new independent directors Invesco has suggested are “actually independent”.
In an open letter to Zee shareholders this week, Invesco objected to initial terms of the Sony deal that they said give the founding family of Zee an option to ramp up their stake to 20 percent, from 4 percent, via methods that remain “wholly opaque”.
In recent weeks, Zee, which is a household name in India’s television and film landscape, has found support from Bollywood stars, including lawmakers, who have said on social media they hope the crisis ends soon for the group.