Zee Entertainment Enterprises Ltd. (ZEE) and Culver Max Entertainment Pvt. Ltd. (CMEPL), operating as Sony Pictures Networks India (SPNI), along with Bangla Entertainment Pvt. Ltd. (BEPL), have reached a settlement concerning their failed merger agreement.
This settlement resolves all active disputes between the parties. As part of this non-cash settlement, Zee, Sony, and BEPL have agreed to withdraw all claims and counterclaims related to the merger. This includes ending the ongoing arbitration proceedings at the Singapore International Arbitration Centre (SIAC) and any related legal actions before the National Company Law Tribunal (NCLT) and other forums.
The merger, first announced on December 22, 2021, aimed to create a significant media conglomerate valued at around $10 billion. However, the deal faced various challenges and was ultimately called off by Sony on January 22, 2024. The termination was primarily due to Zee’s failure to meet specific financial conditions and a lack of agreement on the leadership structure of the proposed merged entity.
Following the termination, Sony sought $90 million in termination fees from Zee, alleging Zee’s failure to meet merger agreement conditions. Zee countered by demanding $90 million from Sony, claiming that the merger’s cancellation incurred substantial costs amounting to ₹432 crore. Both companies were also entangled in disputes over other merger-related expenses, including litigation and damages.
In response to the cancellation, Zee initially approached the NCLT to enforce the merger scheme approved in August 2023, despite opposition from creditors and financial institutions. However, Zee withdrew this plea on April 7, 2024, choosing instead to focus on arbitration claims.
The settlement agreement involves withdrawing all claims, counterclaims, and applications related to the merger. This also includes terminating the Composite Schemes of Arrangement filed with the NCLT. Both companies will inform the relevant regulatory authorities of these withdrawals, effectively resolving any ongoing or future liabilities between them.
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