SIAC denies Sony’s plea to restrain Zee from approaching NCLT for enforcing merger

Zee Entertainment Enterprises Ltd on Sunday said the Singapore Arbitration Centre has denied Sony Group’s plea seeking a restrain against the Indian media company’s move to the NCLT for enforcing the merger that was called off by the Japanese company’s Indian arm. An Emergency Arbitrator of Singapore International Arbitration Centre denied the interim relief sought by Culver Max and BEPL (Bangla Entertainment Pvt Ltd) to restrain Zee Entertainment Enterprise Ltd (ZEEL), observing it lacks jurisdiction to pass such an order, ZEEL stated in a filing to stock exchanges.
“We wish to inform that the Emergency Arbitrator has passed an award dated February 4, 2024 denying the application for emergency interim relief filed by Culver Max and BEPL and has determined that the Emergency Arbitrator has no jurisdiction or authority to injunct the Company from approaching the NCLT to implement the Merger Scheme since these are matters which fall within the statutory system and are for the NCLT to decide,” it added.

Sony had last month terminated the merger agreement with ZEEL to merge its two Indian entities – Culver Max Entertainment (earlier known as Sony Pictures Network India) and BEPL.

Sony Group Corporation (SGC) had said ZEEL did not satisfy the merger conditions and initiated arbitration proceedings before SIAC claiming USD 90 million (around Rs 748.5 cr) as a termination fee.

While, ZEEL filed a petition before the National Company Law Tribunal (NCLT), seeking a direction to Sony group to implement the merger scheme.

ZEEL had also initiated appropriate legal actions to contest the claims of USD 90 million filed by Sony Group before SIAC. It asserted that Sony Group firm Culver Max and BEPL (Bangla Entertainment Pvt Ltd), which were to be merged with ZEEL, “are in default of their obligations to give effect to” and implement the scheme of merger that was sanctioned by the NCLT. “The company approached the NCLT, Mumbai-bench, inter alia seeking directions to implement the merger scheme,” ZEEL had said in a regulatory filed on January 24, two days after Sony terminated the merger agreement.

The Mumbai bench of NCLT on August 10, 2023, approved the scheme of merger of ZEEL with Sony group entities Culver Max Entertainment and BEPL, which could have created a USD 10 billion media entity.

If the Sony-Zee merger was completed, the combined entity would have owned over 70 TV channels, two video streaming services — ZEE5 and Sony LIV — and two film studios — Zee Studios and Sony Pictures Films India– making it the largest entertainment network in the country.

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