It came as a bolt out of the blue. Zee Telefilms and ETC Networks this morning informed the Bombay Stock Exchange that they have signed a memorandum of understanding to buy out the major chunk of the promoters' - Yogesh Radhakrishnan, Yogesh Shah and Jagjit Singh Kohli - stake. The amount: Rs 178.40 million, for 5.66 million equity shares, which represents 48.38 per cent of the issued and paid up share capital of ETC.
At this level the pricing per share works out to around Rs 31 per share. The ETC share closed at Rs 34.50 on Friday on the BSE.
ETC Networks, runs the ETC Punjabi and the ETC music Channels and the company's promoters view the arrangement as a strategic investment by Zee Telefilms.
Subject to the necessary corporate and regulatory approvals, Zee and ETC informed the BSE that the former also intends to subscribe to additional ETC equity shares of a total value of Rs 70 million at a price to be determined by the market regulator Securities and Exchange Board of India ( SEBI) guidelines on a preferential basis.
ETC Networks informed the BSE that its board will meet on 25 February to consider, inter alia, the MoU and offer of Equity Shares on Preferential basis.
Meanwhile, a press release issued by ETC says both the companies are currently seeking regulatory approvals. Zee will be making an open offer in accordance with Sebi guidelines.
Zee is also planning to acquire additional stake in ETC through preferential allotment. On completion of both the transactions, Zee is going to be the majority shareholder in ETC with approximately 56 per cent stake.
Deal Size: Approximately Rs. 250 millions
Price:
Approximately Rs 180 mn for purchase of shares from promoters. Approximately Rs. 70mn for preferential allotment.
Financing: in Cash
Benefits to ETC:
Leveraging on common sales and marketing opportunities both in India and overseas.
Instead of being a standalone Broadcaster, ETC would be a part of a strong, 17 channel, Zee Turner bouquet.
Common apparatus for negotiations with music and movie industry.
Zee will provide its global platform to ETC for carrying the exclusive Live broadcast of Gurbani from Golden Temple, Amritsar through its overseas channels
Zee Records will help ETC publish the Gurbani in both audio and video medium.
Improvement in operational performance through better network synergies and reduction of overheads.
Benefits to Zee:
Undisputed market leadership in Music and Punjabi segments.
Access to ETC's library of film's rights (Zee Cinema already has rights to 3,000 movie titles.)
Additional pay revenues by making both the channels pay as part of the Zee Turner bouquet of 17 channels.
Exploiting synergies between Zee Records and ETC Music, including exclusive rights to publish audio and DVDs of Golden Temple Gurbani.
ETC has been advised by SSKI Corporate Finance Limited on this transaction.
Commenting on the announcement Jagjit Singh Kohli, promoter and managing director, ETC Networks Ltd. said: "ETC brands have been nurtured to bring it to a leading position both in music and Punjabi segment. As part of the Zee Network, we will have tremendous opportunities to build synergies. Zee's international presence provides ETC a window to global audiences, which hitherto was not available."
Sandeep Goyal, Group Broadcasting CEO of Zee Telefilms said today: "This strategic acquisition is another step in Zee's plan to achieve world leadership in key content segments serving the South Asian diaspora. It puts us in an extremely competitive position in the Music and Punjabi segments and is a foundation for building more value-creation opportunities.
Management : The day-to-day operations of ETC will continue to be managed by the existing management team headed by Jagjit Singh Kohli. The management team consisting of all three executive directors will continue with the day-to-day operations of the company.
Synergies : As a result of this transaction, the companies believe there will be improved content offerings, which will drive viewership and subscriber fees. Zee will bring its strength in sales and marketing to the Punjabi and music channels and provide a global platform for ETC content, especially for the Gurbani rights.
Time it will take for Zee to complete transaction : Since Zee intends to acquire more than 15 per cent shareholding in ETC, Zee will be making an open offer to all shareholders of ETC in accordance with Sebi guidelines. The entire process is expected to be complete in approximately three months after taking all regulatory approvals.
