Dish TV, Videocon d2h conclude merger deal

MUMBAI: Direct to home (DTH) Dish TV India has said that the merger deal with Videocon d2h has concluded with the amalgamation of Videocon d2h into Dish TV.

Taking further steps for effecting the Scheme of Arrangement for Amalgamation of Videocon d2h Dish TV India, the companies today filed the Copy of the order dated 27 July passed by the National Company Law Tribunal (NCLT) along with the Approved Scheme in Form INC-28 with the Registrar of Companies, Mumbai, Maharashtra.

Accordingly, post completing all the steps pursuant to the aforementioned Scheme read with the NCLT Order, Videocon d2h has merged with Dish TV India on 22 March, which is the Effective date of the Scheme.

Dish TV India CMD Jawahar Goel said, “We are extremely pleased to announce that the D-Day is finally here. Today, Videocon D2h Limited and Dish TV India Limited have become one entity. This amalgamation positions the new entity for exceptional future growth and profitability and puts on us the responsibility to lead the DTH industry in India to the next level.”

“It has been a long journey and I would once again like to put on record, through these pages, our appreciation for the Ministry of Information and Broadcasting, the National Company Law Tribunal, the Competition Commission of India, the Securities and Exchange Board of India, the National Stock Exchange of India Limited, BSE Limited, NASDAQ and all other stakeholders for showing their trust in us. I would also like to express our gratitude to the shareholders of both Companies for standing by us through the transaction and believing in the Company,” he added.

A meeting of the Board of Directors of the company is scheduled to be held on 26 March to consider and initiate necessary incidental actions in relation to the Scheme of Arrangement for Amalgamation of Videocon d2h Limited into Dish TV India.

The merger paves way for the creation of the largest listed media company in India taking into consideration the last reported full-year revenue and EBITDA numbers of the two DTH players on a pro-forma basis. Dish TV and Videocon d2h reported separate revenue and EBITDA numbers which at a pro-forma level added up to Rs. 6086.2 crore and Rs. 1990.9 crore for FY17.

The two companies had entered into definitive agreements in November 2016 for amalgamation of Videocon D2h into and with Dish TV through a Scheme of Arrangement amongst Dish TV, Videocon D2h and their respective shareholders and creditors.

The proposed transaction had been notified to the Competition Commission of India (CCI) for its approval and CCI had given its approval for the proposed transaction vide its letter dated 4 May 2017.

On 12 May 2017, in a meeting convened by the NCLT, the equity shareholders of the company had also approved the Scheme for Amalgamation of Videocon d2h into and with Dish TV.

Subsequently, the Mumbai Bench of the NCLT, at a hearing held on 27 July 2017 had approved the Scheme under the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013. The Appointed date for the Scheme was therein fixed as 1 October 2017.

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