Tag: Mergers

  • CleverTap acquires San Francisco based company Leanplum

    CleverTap acquires San Francisco based company Leanplum

    Mumbai: The retention cloud leader, CleverTap on Thursday has announced that it has signed definitive agreements to fully acquire San Francisco based Leanplum, a leading multi-channel customer engagement platform, for an undisclosed amount.

    This acquisition will make CleverTap a truly global company with development centers and customer-facing and success teams across North America, Europe, Latin America, India, South East Asia and the Middle East. Combining the product stack of the two organizations, this acquisition will enhance CleverTap’s capabilities and take its total customer base to over 1200 in more than 100 countries around the world. The deal is expected to close in Q2 of 2022.

    Together CleverTap and Leanplum will work with digital brands to help increase their users’ engagement, retention and lifetime value by making every user experience hyper-personalized, relevant and contextual at scale in real-time.  

    CleverTap and Leanplum will now bring real-time hyper-personalization, A/B testing and increased scalability to its omnichannel engagement, analytics and segmentation product lines. As a result, growth and marketing teams globally will now be able to utilize the only end-to-end user engagement and retention cloud platform, enabling them to break down user communication silos and increase the overall lifetime value of each user.

    CleverTap co-founder and executive chairman Sunil Thomas, “We are seeing a seismic shift in the marketing technology landscape. Users today demand to be treated as individuals, and this has forced brands to change how they engage with them. CleverTap and Leanplum have both purposely built for a mobile-centric omnichannel world.”

    The acquisition, he says, combines platforms and teams to deliver the best behaviour analytics, segmentation, and engagement tools that will enable digital brands to build valuable, long-term relationships with their users. “Our combined strength will be a game-changing force for user engagement, retention and monetization, creating tremendous value for our customers. I am very excited to welcome Leanplum to the CleverTap family.”

    “When we started Leanplum, our vision was to meet customers’ real-time needs at the cutting edge of technology,” said Leanplum’s Co-founder and chief product officer Momchil Kyurkchiev. “We have succeeded in that, but as the market has matured, to fully meet the increasing demands put on brands today, we needed to bring in the best analytics, segmentation, and engagement tools, to help our customers build valuable, long-term relationships with their customers. This is why joining forces with CleverTap makes the most sense, and I am excited about the combined capabilities we will now bring to Leanplum customers worldwide.”

    “I am looking forward to the journey with Leanplum. This coming together with Leanplum marks a monumental moment across the marketing technology landscape,” said CleverTap Chief Executive Officer Sidharth Malik. “This bridges the gap created by multiple martech tools and customer data platforms and will meet the growing needs of user-obsessed digital brands in a much more efficient way. Our ‘better together’ vision is about integrating our cumulative strengths around people, process and technology to cement our position as the global leader in the user engagement and retention space.”

    “Joining forces allows us to bring advanced product and technology capabilities as brands strive to do live segmentation, anticipate user intentions and actions, automate and deploy real-time campaigns for the highest possible conversions, all from one single dashboard,” he added.

  • SPNI and Zeel sign definite agreements to merge

    SPNI and Zeel sign definite agreements to merge

    Mumbai: Sony Pictures Networks India Private Limited (SPNI) and Zee Entertainment Enterprises (Zeel) announced early on Wednesday that they have signed definitive agreements to merge Zeel with and into SPNI and combine their linear networks, digital assets, production operations, and program libraries.

    The agreements follow the conclusion of an exclusive negotiation period during which Zeel and SPNI conducted mutual due diligence. After closing, the new combined company will be publicly listed in India. The closing of the transaction is, however, subject to certain customary closing conditions, including regulatory, shareholder, and third-party approvals.

    Under the terms of the definitive agreements, SPNI will have cash balance of $1.5 billion closing, including through infusion by the current shareholders of SPNI and the promoters (founders) of Zeel, to enable the combined company to drive sharper content creation across platforms, strengthen its footprint in the rapidly evolving digital ecosystem, bid for media rights in the fast-growing sports landscape and pursue other growth opportunities.

    SPNI is an indirect subsidiary of Sony Pictures Entertainment Inc (SPE). Under the transactions contemplated by a non-compete agreement, SPE, through a subsidiary, will pay a non-compete fee to certain promoters (founders) of Zeel, which will be used by such promoters (founders) to infuse primary equity capital into SPNI, entitling the promoters (founders) of Zeel to acquire shares of SPNI, which would eventually equal approximately 2.11 per cent of the shares of the combined company on a post-closing basis. After the closing, SPE will indirectly hold a majority 50.86 per cent of the combined company, the promoters (founders) of Zeel will hold 3.99 per cent, and the other Zeel shareholders will hold a 45.15 per cent stake.

    Punit Goenka to lead the combined entity

    Punit Goenka will lead the combined company as its managing director & CEO. The majority of the board of directors of the combined company will be nominated by the Sony Group and will include the current SPNI managing director and CEO, N P Singh. On closing, Singh will assume a broader executive position at SPE as chairman, Sony Pictures India (a division of SPE) reporting to SPE’s chairman of Global Television Studios and SPE Corporate Development Ravi Ahuja.

    “It is a significant milestone for all of us, as two leading media & entertainment companies join hands to drive the next era of entertainment filled with immense opportunities. The combined company will create a comprehensive entertainment business, enabling us to serve our consumers with wider content choices across platforms,” said Zeel MD and CEO Punit Goenka. “This merger presents a significant opportunity to jointly take the businesses to the next level and drive substantial growth in the global arena.”

    Synergy in Scripted, factual, and sports programming

    The combination of Zeel and SPNI is expected to achieve business synergies and given their relative strengths in scripted, factual and sports programming, respective distribution footprints across India and iconic entertainment brands, the combined company try to meet the growing consumer demand for premium content across entertainment touchpoints and platforms.

    As part of the definitive agreements, the promoters (founders) of Zeel have agreed to limit the equity that they may own in the combined company to 20 per cent of its outstanding shares. “This construct does not provide the promoters (founders) of Zeel any pre-emptive or other rights to acquire equity of the combined company from the Sony Group, the combined company or any other party. Any shares purchased by the promoters (founders) of ZEEL, must be in compliance with all applicable laws including any pricing guidelines,” it said in a statement.

     “Today marks an important step in our efforts to bring together some of the strongest leadership teams, content creators, and film libraries in the media business to create extraordinary entertainment and value for Indian consumers,” said SPE’s chairman of Global Television Studios and SPE Corporate Development Ravi Ahuja. “I especially want to thank N P Singh, who presented us with the idea to explore this merger well over a year ago.”

    SPNI MD and CEO N P Singh said the merger will create a company that will redefine the contours of the media and entertainment industry. “As a representative of SPE on the Board of the new merged company, it will be my endeavour to provide strategic guidance and support to the company’s operating team in achieving our vision,” he added.

  • Zeel moves Bombay HC against Invesco’s requisition notice

    Zeel moves Bombay HC against Invesco’s requisition notice

    Mumbai: Zee Entertainment Enterprises Ltd (Zeel) has moved the Bombay high court against two of its top investors –  Invesco Developing Markets Fund and OFI Global China Fund IIC seeking the court’s intervention in declaring the requisition notice sent by them as “illegal and invalid”.

    Zeel informed the stock exchange that “there are no expected financial implications on the company that may arise as a result of this civil suit, except legal costs”.

    Both the investors together hold an 18 per cent stake in the media company. In a special notice sent to Zeel on 11 September, the two had called for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The Boardroom tussle intensified last week when Invesco moved the National Company Law Tribunal (NCLT) highlighting Zeel’s failure to make any announcement regarding the EGM. The Tribunal had then directed Zeel to convene the EGM as per law.

    The request for EGM was, however, turned down by Zeel board on Friday, terming the requisition notice sent by its investors as “illegal and invalid”. “The Board has arrived at this decision by referring to various non-compliances under multiple laws, including the Securities and Exchange Board of India guidelines, ministry of information and broadcasting guidelines, and key clauses under the Companies Act, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

    According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company had until October 2 to announce a date for an EGM. 

    However, Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel said in a statement.  

    Apart from Goenka’s exit, the investors had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years.

    Meanwhile, the media and entertainment company also marked 29 years of its foundation on Saturday, “Back then, a lot of people thought it was a bold and impossible idea, but the power of patience and perseverance has paid off and we are here celebrating the glorious milestone,” MD Punit Goenka said. “As we step into the 30th year of the company, we stay committed to many more successful years filled with glory, growth, and profitability.” 

  • Invesco’s requisition notice “invalid and illegal”, says Zeel amid calls for EGM

    Invesco’s requisition notice “invalid and illegal”, says Zeel amid calls for EGM

    Mumbai: The Board of Zee Entertainment Enterprises Ltd (Zeel) on Friday said Invesco’s requisition notice is “illegal and invalid” and it has conveyed its inability to convene the extraordinary general meeting (EGM) to both the investors.

    The decision was taken in a meeting of the Board held on Friday.

    “The Board comprising of experienced professionals deliberated and discussed various legal and statutory implications of the requisition notice. It also sought the opinions of independent counsel, legal experts including retired SC judges, and evaluated the matter in a fair and transparent manner,” Zeel said in a statement.

    The decision came a day after the National Company Law Tribunal (NCLT) asked the media and entertainment company to convene an EGM as per law. The Tribunal was hearing a plea filed by one of the largest shareholders of Zeel, Invesco which had sought its intervention in the matter.

    NCLT had observed that it is the “mandate of the law” that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal had stated on Thursday.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

    Zeel has maintained that it will continue to take all the actions needed in the interest of the shareholders as per law. “The Board has arrived at this decision by referring to various non-compliances under multiple laws, including the Securities and Exchange Board of India guidelines, ministry of information and broadcasting guidelines, and key clauses under the Companies Act, and Competition Act, and after taking into account the interest of all the stakeholders of the company,” Zeel said in a statement.

    The company cannot comment on any future actions since the matter is sub-judice, it added further.

    Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The investors had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

  • NCLT responds to Invesco’s plea, directs Zeel to convene EGM

    NCLT responds to Invesco’s plea, directs Zeel to convene EGM

    Mumbai: The National Company Law Tribunal (NCLT) on Thursday asked Zee Entertainment Enterprises Ltd (Zeel) to convene an extraordinary general meeting (EGM) as per the law. One of the largest shareholders of Zeel, Invesco had moved NCLT earlier this week against Zeel’s failure for not yet announcing a date for the EGM.

    While hearing Invesco’s plea, NCLT observed that it is the “mandate of the law” that Zeel should call for the EGM. “It is not a discretionary power of the board to call or not call for EGM,” the tribunal added.

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM.

    Responding to the development, Zeel spokesperson said the Board of the company is scheduled to meet as per the statutory time allotted in relation to the matter. “The Company will continue to take all the actions needed in the interest of the shareholders as per law,” the spokesperson added.

    One of the largest shareholders of Zeel, Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The funds had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

    Invesco had earlier stated that Zeel’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted it to file a petition before NCLT to enforce its rights as shareholders to call for this EGM.

  • Invesco approaches NCLT against Zeel, presses for EGM

    Invesco approaches NCLT against Zeel, presses for EGM

    New Delhi: The boardroom tussle at Zee Entertainment Enterprises Ltd (Zeel) rages on. One of its top investors, Invesco Developing Markets Fund has now moved the National Company Law Tribunal (NCLT) against the company for not yet announcing a date of the extraordinary general meeting (EGM).

    The application moved under Sections 98(1) and 100 of the Companies Act, 2013 requests the tribunal to order the company to hold EGM. The NCLT has listed the hearing on Thursday. 

    “The company’s failure to take steps within its notice period to call an EGM, coupled with its delay in noticing our EGM on 11 September and failure to notice our 23 September letter to the exchanges, has prompted us to file a petition before NCLT to enforce our rights as shareholders to call for this EGM,” a spokeswoman for Invesco said.

    One of the largest shareholders of Zeel, Invesco Developing Markets Fund had sent a special notice to Zeel on 11 September calling for an EGM of the shareholders seeking removal of its sitting MD Punit Goenka, and long-standing directors and close associates of the Chandra family from the Board. The two independent directors Ashok Kurien and Manish Chokhani had submitted their resignations a day prior.

    The funds had also sought the appointment of their own six nominees on the board of Zeel, which included Surendra Singh Sirohi, Naina Krishna Murthy, Rohan Dhamija, Aruna Sharma, Srinivasa Rao Addepalli, Gaurav Mehta as independent directors on the board for a term of up to five consecutive years. The notice was received by Zeel on 12 September, and it informed the stock exchanges on 13 September, adding that the appointments are subject to the approval of the ministry of information and broadcasting (I&B).

    Invesco and OFI Global China Fund IIC together hold an 18 per cent stake in the media company. According to rules, a company has three weeks to announce a date for an EGM from the day it receives such a request from any of its big investors. So, if the special notice was received by Zeel on 12 September, then the company has until October 2 to announce a date for an EGM. 

    The latest move comes days after Zeel announced a mega-merger with its rival media group Sony Pictures Network India (SPNI). The merger will result in SPNI holding a majority of 52.93 per cent with Zeel and its shareholders having 47.01 per cent of the new entity which will continue to list on the stock exchanges. The joint company will appoint Punit Goenka as the CEO and managing director, with the promoter family being free to increase its holding from four per cent to 20 per cent over time. 

  • More media deals on anvil says Discovery CEO David Zaslav, as streaming war intensifies

    More media deals on anvil says Discovery CEO David Zaslav, as streaming war intensifies

    New Delhi: Emerging fresh from the blockbuster deal that led to Discovery’s merger with AT&T’s WarnerMedia, company’s CEO David Zaslav said that media consolidation will only accelerate from here, and he intends to be a catalyst.

    “We’re not done yet,” Zaslava told reporters on Tuesday, as he reached Sun Valley, Idaho to attend the annual Allen & Co. conference. “The talk of the week is going to be that the industry is going to start consolidating a little bit more.”

    The streaming war is heating up this summer, with a slew of media mergers shaking up the global entertainment industry. In May, AT&T agreed to spin off its media operations with Discovery Inc in May, to create a new global entertainment and media business, named Warner Bros. Discovery to be led by Zaslav. The deal could close in eight months, though it may also take longer, he had earlier said.

    Soon thereafter E-commerce giant Amazon announced its$8.45 billion deal to acquire the film and television company Metro-Goldwyn-Mayer  to earn more big-spending Prime subscribers as it competes with Netflix and Disney Plus.

    “We’re all vying for eyeballs and people’s time, and we’re all telling stories,” Bloomberg quoted Zaslav saying. “I think the Amazon deal with MGM is interesting. It reinforces that we need to be bigger.”

    Zaslav’s key role in getting AT&T’s WarnerMedia to align itself with the network he leads has ensured that stays in charge of the company through at least the end of 2027. His previous employment contract effective till 2023, was extended this June.

    The Sun Valley Conference, from 6 to 10 July, is attended every year by who’s who of the finance, tech and media worlds, holding deliberations on the key media trends. The annual media finance conference hosted and funded by private investment firm Allen and Company could not be held in 2020 due to the pandemic.

    Apple CEO Tim Cook, Facebook founder and CEO Mark Zuckerberg and COO Sheryl Sandberg; Disney chief executive Bob Chapek, Netflix co-CEOs Reed Hastings and Ted Sarandos are other key names who are likely to attend the conference. 

  • Streaming war intensifies, as Amazon eyes MGM studios

    Streaming war intensifies, as Amazon eyes MGM studios

    KOLKATA: US tech giant Amazon is in talks to acquire the “Bond studio” MGM to bolster its ambition in the streaming media, according to reports. The mega-deal is being orchestrated by Amazon Studios and Prime Video senior vice president Mike Hopkins, along with MGM board chairman Kevin Ulrich.

    Founded in 1924 MGM’s wide Hollywood library includes names like Bond, Hobbit, Rocky, and Pink Panther franchises as well as movies like The Silence of the Lambs, The Magnificent Seven, Four Weddings, and A Funeral along with a streaming service Epix.

    Although media is not a big part of e-commerce giant Amazon’s portfolio, it has gradually increased focus on the segment. Prime Video’s viewer base has surpassed 175 million, the company revealed recently. According to reports, MGM has been looking for prospective buyers. While the company wants to value itself at $9 billion, others are valuing it at $5 billion.

    At the end of 2020, there were already reports that MGM had tapped Morgan Stanley and LionTree to explore a sale. Even Apple and Comcast also reportedly spoke to the studio but they could not reach an agreement.

    The reports came close on the heels of Discovery-AT&T’s media assets merger deal to build a new streaming giant. In the last few years, the global media and entertainment industry has witnessed a number of consolidations as the streaming competition rises.