Dish TV, Videocon d2h plan to complete merger deal by 22 March

MUMBAI: Direct to home (DTH) operator Dish TV and Videocon d2h intend to file the intimations/e-forms with the Registrar of Companies (RoC), Ministry of Corporate Affairs (MCA), on or about 22 March to effect the merger deal.

The filing date will be the effective date for the scheme of arrangement for amalgamation of Videocon d2h into and with Dish TV.

Earlier, Dish TV and Videocon d2h had intimated that the two companies will file the relevant intimations/E-Forms with the ROC in the last week of February 2018.

Prior to that, Dish TV had said that it is evaluating whether insolvency proceedings against promoters of Videocon Group will have an impact on its rights and obligations under its agreement with Videocon d2h.

Dish TV had asked its advisors to the transaction to evaluate the position and advise the company with its findings within a period of 60 days. The DTH operator eventually decided to go ahead with its merger deal.

Upon the Scheme becoming effective, Videocon d2h will be dissolved without winding up, and Dish TV is expected to be renamed Dish TV Videocon on a date subsequent.

As a result, Videocon d2h anticipates that Form 25 will be filed by Nasdaq with the Securities and Exchange Commission (SEC) on or about 5 April to effect the delisting. The delisting will be effective on the date of such filing.

As soon as practicable following the effectiveness of the delisting from Nasdaq, Dish TV, as successor to Videocon d2h, will file a Form 15F with the SEC to deregister and terminate its reporting obligations under the Securities Exchange Act of 1934. The deregistration will become effective 90 days after the filing of the Form 15F.

Effective 5 April, all outstanding equity shares of Videocon d2h as of the Scheme Effective Date, including equity shares underlying Videocon d2h American Depositary Shares (ADS) will be mandatorily exchanged for new equity shares of Dish TV.

In the mandatory exchange, 857,785,766 new equity shares of Dish TV will be issued in exchange for the outstanding equity shares of Videocon d2h as of the Scheme Effective Date. The number of outstanding equity shares of Videocon d2h as of the Scheme Effective Date will be 424,997,937.

Accordingly, Videocon d2h shareholders will get 2.01 new equity shares of Dish TV for every 1 equity share of Videocon d2h.

The holders of Videocon d2h ADSs will, unless they elect otherwise as per the Cancellation Option described below, be entitled to receive on a mandatory basis such number of new Dish TV Global Depositary Shares (GDS) that equals the Share Exchange Ratio multiplied by 4, which is approximately 8.07331699 new Dish TV GDSs for every 1 Videocon d2h ADS.

In November 2016, Dish TV and Videocon d2h had decided to merge to create a distribution behemoth.

The merged entity Dish TV Videocon would have a whopping 29 million subscribers in India as per its combined share on 30 September.

As per the transaction, Dish TV Videocon will issue 857.79 million fresh shares as a consideration with Videocon d2h shareholders getting 2.02 shares in Dish TV Videocon for every 1 share.

Post-closing, Dish TV shareholders will own 55.4% of Dish TV Videocon and Videocon d2h shareholders will own 44.6%. The merged entity will be the second largest listed media company after ZEEL with revenues of Rs 60.8 billion.

It will also become the second largest distribution platform in the world. The merged entity will have 16% share of the TV distribution market. The merger will result in cost savings of Rs 1270 crore in FY19-20.