Zee Entertainment Enterprises Ltd (ZEEL) on Tuesday alleged that Invesco, its single largest shareholder, had itself come with a proposal in February this year for a merger of the company and certain entities owned by a large Indian group (Strategic Group) with inflated valuation "by at least Rs 10,000 crore".
In the continuing battle between the promoter family and Invesco, ZEEL said its MD and CEO Punit Goenka has informed its board about a proposal made by Invesco about the merger, under which Strategic Group would hold majority stake but he was offered to be appointed as MD and CEO of the merged entity besides offering 4 per cent stake.
In a regulatory filing, ZEEL alleged that Invesco's stance in their Open Letter that they "will firmly oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders" runs contrary to the very deal Invesco was proposing itself a few months ago.
"Accordingly, public securities markets have been misinformed by Invesco," it said.
Comments from Invesco could not be immediately obtained.
Without naming the group, Zee Entertainment said a deal was presented by representatives of Invesco, to its managing director Punit Goenka in February 2021, involving the merger of the company and certain entities owned by a large Indian group (Strategic Group).
"As per the deal presented to Punit Goenka, upon completion of the aforesaid merger, the Strategic Group would have held a majority stake in the merged entity (the Merged Entity) and Punit Goenka would have been appointed as the MD&CEO of the Merged Entity,” said ZEEL.
Moreover, the promoter group, Subhash chandra family was offered 3.99 per cent shareholding of the merged Entity, with no dilution in the existing stake.
In addition to that Goenka was further offered employee stock options (ESOPs) with no vesting conditions), representing approximately 4 per cent of the shareholding of the merged entity.
"Accordingly, the existing promoter group of the company along with Goenka would have held up to 7-8 per cent in the Merged Entity," said ZEEL.
According to ZEEL, this is contrary to the claims made by Invesco, which had on Monday in an open letter opposed the scheme of merger of the company with Sony Picture Network.
"Invesco's stance in their open letter that they 'will firmly oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders', runs contrary to the very deal Invesco was proposing itself a few months ago,” said ZEE Entertainment adding that “accordingly, public securities markets have been misinformed by Invesco”.
The board of ZEEL in its meeting held on Tuesday has again demonstrated their continued faith in Goenka's leadership and the board's handling of the various governance related matters.
It further said that Invesco has itself voted in favour of the reappointment of Goenka as the MD and CEO of the company, as recently as September 2020.
Invesco along with OFI Global China Fund LLC holds a 17.88 per cent stake in ZEEL and has been pressing for an Extraordinary General Meeting (EGM) to discuss various issues, including the removal of MD Goenka and appoint its nominees of the board of the company.
