MUMBAI: The long drawn out merger of direct-to-home operators Dish TV India Ltd (Dish TV) and Videocon d2h Ltd (Videocon d2h) has finally come to pass.
A release issued by Dish TV that taking further steps for effecting the scheme of arrangement for the amalgamation of Videocon d2h with Dish TV, the companies, earlier during the day, filed the copy of the order dated 27 July 2017 passed by the National Company Law Tribunal (NCLT) along with the approved scheme in Form INC-28 with the Registrar of Companies, Mumbai.
“Accordingly, post completing all the steps pursuant to the scheme, Videocon d2h has merged into and with Dish TV on 22 March 2018, the effective date of the scheme,” the release added.
The combined entity, to be named Dish TV Videocon, will have approximately 29 million subscribers, making it the second largest DTH company in the world. There was a halt in the merger scheme about two months ago when Dish TV wanted Videocon d2h to clarify some of the insolvency proceedings against it.
Dish TV CMD Jawahar Goel said, “We are extremely pleased to announce that the D-Day is finally here. Today, Videocon d2h and Dish TV 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 NSE, the BSE, 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 Monday, 26 March 2018, to inter alia consider and initiate necessary incidental actions in relation to the scheme of arrangement for amalgamation of Videocon d2h into and with Dish TV.
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 that, at a pro-forma level, added up to Rs 60,862 million and Rs 19,909 million for financial year 2016-17.
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 May 4, 2017.
On May 12, 2017, in a meeting convened by the NCLT, the 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.
Dish TV Videocon is expected to provide better synergies and growth opportunities through enhanced after-sales, distribution and technology capabilities. Aon, Deloitte and PwC have been roped in to help it with project management for seamless integration of core functions, processes and technology infrastructure.
It has been a long journey for Dish and Videocon d2h since they announced the intent to merge in November 2016. Last year, it received the nod from both the Ministry of Information and Broadcasting and the National Company Tribunal Law to go ahead to create the giant DTH player.
