ITV

Tag: Videocon d2h

  • Essel Group to acquire further 4.95 per cent in Dish TV Videocond2h from Dhoots

    Essel Group to acquire further 4.95 per cent in Dish TV Videocond2h from Dhoots

    MUMBAI: The Essel group today announced that it has agreed with the Dhoot family that it will acquire an additional 4.95 per cent equity of Dish TV Videocon d2h (DTV d2h) – the company being created out of the merger of Dish TV India Ltd (DTIL) and Videocon d2h Ltd (VD2h).

    The additional transaction will take place a day after the merged entity starts trading on the National stock exchanges at the first day’s closing price. The deal will take placed through Essel group company Veena Investments.

    The purchase will see the Essel group’s equity holding in Dish TV Videocon d2h (DTVd2h) go up to 40.95 per cent. The media group’s share of DTVd2h will further rise as it has agreed with the Dhoot family to acquire an additional 4.95 per cent equity shares from it a year after the merged entity starts trading on the NSE. Both will have a window of three months to complete the transaction then.

    The Dhoot family’s equity stake in DTVd2h will fall to 23.05 following the first sale and to 18.1 per cent following the second, while the Essel group’s holding will rise to 45.9 per cent at the end of the second transaction. This clearly indicates who will be in the drivers seat at DTVd2h – Jawahar Goel, the brother of media baron Subhash Chandra.

    The two family groups had earlier this month announced the merger of their two firms which would result in the creation of a pay TV provider with a subscriber base of 27.6 million, making it the second largest in the world just after the US pay TV giant DirecTV and ahead of John Malone’s Charter Communications.

    Pre-merger, the Essel group owns 64.44 per cent equity in DTIL, the Dhoot family owns 51.17 per cent in Vd2h. 35.95 per cent of the latter’s holding is in the hands of overseas depository holders on Nasdaq on which it is listed. The firm is to be delisted from the US exchange and the depositary receipt holders will have the option to directly get shares of DTVd2h or its GDRs as the latter is expected to be listed on the Luxemborg stock exchange apart from the Bombay stock exchange and the NSE.

  • Essel Group to acquire further 4.95 per cent in Dish TV Videocond2h from Dhoots

    Essel Group to acquire further 4.95 per cent in Dish TV Videocond2h from Dhoots

    MUMBAI: The Essel group today announced that it has agreed with the Dhoot family that it will acquire an additional 4.95 per cent equity of Dish TV Videocon d2h (DTV d2h) – the company being created out of the merger of Dish TV India Ltd (DTIL) and Videocon d2h Ltd (VD2h).

    The additional transaction will take place a day after the merged entity starts trading on the National stock exchanges at the first day’s closing price. The deal will take placed through Essel group company Veena Investments.

    The purchase will see the Essel group’s equity holding in Dish TV Videocon d2h (DTVd2h) go up to 40.95 per cent. The media group’s share of DTVd2h will further rise as it has agreed with the Dhoot family to acquire an additional 4.95 per cent equity shares from it a year after the merged entity starts trading on the NSE. Both will have a window of three months to complete the transaction then.

    The Dhoot family’s equity stake in DTVd2h will fall to 23.05 following the first sale and to 18.1 per cent following the second, while the Essel group’s holding will rise to 45.9 per cent at the end of the second transaction. This clearly indicates who will be in the drivers seat at DTVd2h – Jawahar Goel, the brother of media baron Subhash Chandra.

    The two family groups had earlier this month announced the merger of their two firms which would result in the creation of a pay TV provider with a subscriber base of 27.6 million, making it the second largest in the world just after the US pay TV giant DirecTV and ahead of John Malone’s Charter Communications.

    Pre-merger, the Essel group owns 64.44 per cent equity in DTIL, the Dhoot family owns 51.17 per cent in Vd2h. 35.95 per cent of the latter’s holding is in the hands of overseas depository holders on Nasdaq on which it is listed. The firm is to be delisted from the US exchange and the depositary receipt holders will have the option to directly get shares of DTVd2h or its GDRs as the latter is expected to be listed on the Luxemborg stock exchange apart from the Bombay stock exchange and the NSE.

  • With d2h merger, Essel Group will have world’s largest subs base

    With d2h merger, Essel Group will have world’s largest subs base

    BENGALURU: The Essel group is one of the largest media and entertainment industry players in India. Its flagship company is Zee Entertainment Enterprises Limited (Zeel) that has a weightage of 45 per cent on the National Stock Exchange’s Nifty Media Index.

    Its group company, Dish TV Limited (Dish) is also is the largest DTH player in the country in terms of number of subscribers. Along with DTH services, the group also has one of the largest cable operators or multi-system operators (MSO) in Siti Networks Limited or Siti (the erstwhile Siti Cable Network Limited). Amongst the major MSOs in India, Siti is the only one that has added 1.5 million (15 lakh) subscribers over the past few quarters, while its peers have had stagnating subscriber numbers.

    On combining the number of subscribers, the two carriage industry players are already a force to reckon with – a fact that the Essel Group recognised, and will leverage. In an industry first, the two formed a content negotiating joint venture (JV) called Comnet. Both Dish and Siti are equal partners in the JV that came into existence on 1 July, 2015. As part of the JV, both companies said that they would hold joint discussions with broadcasters post which separate direct contracts between the broadcaster and distribution platform will be signed. Further, the JV’s intent is to bring together the industry on contentious taxation issues like the hike in entertainment tax in Delhi.

    Let us look at what we have on the table — Siti had 12.2 million (1.22 crore) subscribers — of which 8.4 million (84 lakh) were digital as per its Q1-17 report, and Dish has reported a subscriber base of 15.1 million (1.51 crore) – totalling 27.3 million(2.73 crore). Now the merger with Videocon d2h will bring in another 12.5 million (1.25 crore) subscribers into the Essel fold for a grand total of 39.8 million (3.98 crore), hence about 2 million (20 lakh) more than the 37.8 million (3.78 crore) subscribers reported for DIRECTV.

    Zeel’s channels have been regularly making it to the top five or 10 in the Broadcast Audience Research Council (BARC) ratings across various genres, be they Hindi general entertainment (GEC), regional channels, movies, English entertainment, etc. Another group company, Zee Media Corporation Limited (ZMCL), offers general news and business news across its television channels.

    The fact that a number of the top rated channels are Essel group companies as well as a huge slice of the Indian television subscription market is indeed huge leverage – bear in mind that the group will probably control more than 25 percent of the carriage industry in the country. And what with the sunset date for DAS phase IV nearing with no let-up in sight from the government, subscription numbers will only grow.

    With this merger, synergies of the two match perfectly. Dish is more of a value player with offerings for all markets including rural, while Videocon d2h is a premium player.

  • With d2h merger, Essel Group will have world’s largest subs base

    With d2h merger, Essel Group will have world’s largest subs base

    BENGALURU: The Essel group is one of the largest media and entertainment industry players in India. Its flagship company is Zee Entertainment Enterprises Limited (Zeel) that has a weightage of 45 per cent on the National Stock Exchange’s Nifty Media Index.

    Its group company, Dish TV Limited (Dish) is also is the largest DTH player in the country in terms of number of subscribers. Along with DTH services, the group also has one of the largest cable operators or multi-system operators (MSO) in Siti Networks Limited or Siti (the erstwhile Siti Cable Network Limited). Amongst the major MSOs in India, Siti is the only one that has added 1.5 million (15 lakh) subscribers over the past few quarters, while its peers have had stagnating subscriber numbers.

    On combining the number of subscribers, the two carriage industry players are already a force to reckon with – a fact that the Essel Group recognised, and will leverage. In an industry first, the two formed a content negotiating joint venture (JV) called Comnet. Both Dish and Siti are equal partners in the JV that came into existence on 1 July, 2015. As part of the JV, both companies said that they would hold joint discussions with broadcasters post which separate direct contracts between the broadcaster and distribution platform will be signed. Further, the JV’s intent is to bring together the industry on contentious taxation issues like the hike in entertainment tax in Delhi.

    Let us look at what we have on the table — Siti had 12.2 million (1.22 crore) subscribers — of which 8.4 million (84 lakh) were digital as per its Q1-17 report, and Dish has reported a subscriber base of 15.1 million (1.51 crore) – totalling 27.3 million(2.73 crore). Now the merger with Videocon d2h will bring in another 12.5 million (1.25 crore) subscribers into the Essel fold for a grand total of 39.8 million (3.98 crore), hence about 2 million (20 lakh) more than the 37.8 million (3.78 crore) subscribers reported for DIRECTV.

    Zeel’s channels have been regularly making it to the top five or 10 in the Broadcast Audience Research Council (BARC) ratings across various genres, be they Hindi general entertainment (GEC), regional channels, movies, English entertainment, etc. Another group company, Zee Media Corporation Limited (ZMCL), offers general news and business news across its television channels.

    The fact that a number of the top rated channels are Essel group companies as well as a huge slice of the Indian television subscription market is indeed huge leverage – bear in mind that the group will probably control more than 25 percent of the carriage industry in the country. And what with the sunset date for DAS phase IV nearing with no let-up in sight from the government, subscription numbers will only grow.

    With this merger, synergies of the two match perfectly. Dish is more of a value player with offerings for all markets including rural, while Videocon d2h is a premium player.

  • Goel & Dhoot speak Dish TV-Videocon d2h merger

    Goel & Dhoot speak Dish TV-Videocon d2h merger

    MUMBAI: It was earlier this year that mainstream media was going berserk with the speculation that India’s largest pay TV operator Dish TV was going to acquire the the Dhoot family run rival DTH service Videocon d2h. Repeated denials by Dish TV did nothing to restrain hacks from reporting that an acquisition was almost done. But the facts are out now. Speaking to CNBC TV18 last weekend Dish TV India managing director Jawahar Goel said that “the arrangement of the scheme is merger and we never envisaged a buyout.” Which is probably why most journos got it wrong.

    Goel informed CNBC TV18 that he would be chairman & managing director of the new entity, while Saurabh Dhoot will be the deputy managing director. The Dhoot family can also appoint another nominee as vice-chairman of the board. The merger will result in a new pay TV operator with 27.6 million subscribers, commanding 16 per cent or so of the Indian pay TV market.

    “The two brands Dish TV and Videocon d2h will continue to operate as distinct brands in the market,” Dhoot clarified to the business news channel.

    He added that “both the families – the Goel family and the Dhoot family are very closely associated since a decade, this is really a family affair.”

    Post the merger, Dish TV and the public will end up with 36 per cent equity each, while Videocon d2h will have 28 per cent of the equity of Dish TV Videocon. Dhoot further clarified that “Dish TV shareholders would comprise of in terms of ownership of the new entity of 55.4 percent and so around 45 percent would be owned by Videocon D2H shareholders. Dish TV shareholders would own something like 1066 million shares, Videocon d2hshareholders would own 857 million shares and this is an all stock combination swap ratio reflecting the relative values of each business across operating like financial and trading metrics. So subscribers and subscriber addition is factored in, revenue, earnings before interest, taxes, depreciation, and amortization (EBITDA) and growth is factored in and trading metrics are also factored in, so the combination combine Dish’ scale and profitability with d2h scale and growth and the scale and efficiency benefit emanating from such a combination will be a win-win for all stakeholders.”

    Goel pointed out that the merger will likely take around seven to eight months and the benefits of the reasonably debt cost that Dish TV enjoys will be passed on to the merged entity. Said he: (The debt) will be around Rs 2,100 crore and EBITDA as reported in the last financial numbers in the past it is around Rs 1,800-1,900 crore…. and the debt will definitely will be the Dish TV debt, which will be coming at the same price or a better price going forward – – so the problem of high cost of debt should not be there.”

    But, most importantly, added Dhoot that “the merger would lead to significant cost synergies as well as enhance our ability to grow alternate revenue streams like carriage, advertising, value added services, new channel launches and these are all highly margin accretive. So the proposed combination shall create scale benefits for all stakeholders. There will be better growth opportunities for employees, sales and service networks, larger distribution network, but from an economic standpoint for our shareholders, which includes the existing Dish TV and Videocon D2H shareholders the merged entity will drive value unlocking from combine sourcing, purchasing, product development, improved distribution, customer service and net support, network and infrastructure consolidation and capex. “

    Clearly, one plus one could end up being more than two in this case.

  • Goel & Dhoot speak Dish TV-Videocon d2h merger

    Goel & Dhoot speak Dish TV-Videocon d2h merger

    MUMBAI: It was earlier this year that mainstream media was going berserk with the speculation that India’s largest pay TV operator Dish TV was going to acquire the the Dhoot family run rival DTH service Videocon d2h. Repeated denials by Dish TV did nothing to restrain hacks from reporting that an acquisition was almost done. But the facts are out now. Speaking to CNBC TV18 last weekend Dish TV India managing director Jawahar Goel said that “the arrangement of the scheme is merger and we never envisaged a buyout.” Which is probably why most journos got it wrong.

    Goel informed CNBC TV18 that he would be chairman & managing director of the new entity, while Saurabh Dhoot will be the deputy managing director. The Dhoot family can also appoint another nominee as vice-chairman of the board. The merger will result in a new pay TV operator with 27.6 million subscribers, commanding 16 per cent or so of the Indian pay TV market.

    “The two brands Dish TV and Videocon d2h will continue to operate as distinct brands in the market,” Dhoot clarified to the business news channel.

    He added that “both the families – the Goel family and the Dhoot family are very closely associated since a decade, this is really a family affair.”

    Post the merger, Dish TV and the public will end up with 36 per cent equity each, while Videocon d2h will have 28 per cent of the equity of Dish TV Videocon. Dhoot further clarified that “Dish TV shareholders would comprise of in terms of ownership of the new entity of 55.4 percent and so around 45 percent would be owned by Videocon D2H shareholders. Dish TV shareholders would own something like 1066 million shares, Videocon d2hshareholders would own 857 million shares and this is an all stock combination swap ratio reflecting the relative values of each business across operating like financial and trading metrics. So subscribers and subscriber addition is factored in, revenue, earnings before interest, taxes, depreciation, and amortization (EBITDA) and growth is factored in and trading metrics are also factored in, so the combination combine Dish’ scale and profitability with d2h scale and growth and the scale and efficiency benefit emanating from such a combination will be a win-win for all stakeholders.”

    Goel pointed out that the merger will likely take around seven to eight months and the benefits of the reasonably debt cost that Dish TV enjoys will be passed on to the merged entity. Said he: (The debt) will be around Rs 2,100 crore and EBITDA as reported in the last financial numbers in the past it is around Rs 1,800-1,900 crore…. and the debt will definitely will be the Dish TV debt, which will be coming at the same price or a better price going forward – – so the problem of high cost of debt should not be there.”

    But, most importantly, added Dhoot that “the merger would lead to significant cost synergies as well as enhance our ability to grow alternate revenue streams like carriage, advertising, value added services, new channel launches and these are all highly margin accretive. So the proposed combination shall create scale benefits for all stakeholders. There will be better growth opportunities for employees, sales and service networks, larger distribution network, but from an economic standpoint for our shareholders, which includes the existing Dish TV and Videocon D2H shareholders the merged entity will drive value unlocking from combine sourcing, purchasing, product development, improved distribution, customer service and net support, network and infrastructure consolidation and capex. “

    Clearly, one plus one could end up being more than two in this case.

  • Dish TV Videocon: Building a DTH powerhouse of global reckoning

    Dish TV Videocon: Building a DTH powerhouse of global reckoning

    MUMBAI: It’s a reflection of what’s hitting the corporate world globally – consolidate and build global scale. And scale is important in television distribution – whether cable, satellite or terrestrial or direct to home (DTH). Yesterday’s announcement of — what was speculated for nearly a year – the merger of India’s No 1 DTH operator Dish TV India with India’s fastest growing DTH player Videocon d2h – is a reflection of that trend and the building of a DTH powerhouse and pay TV operator.

    The merger has created a pay TV behemoth unrivalled in TV  distribution in the Indian market (let’s discount the public service terrestrial broadcaster Doordarshan and its satellite service FreeDish). The next Indian private DTH provider is less than half the size of the merged entity’s  size in pure net subscriber terms.

    A collective 27.6 million subs  for the combo firm Dish TV Videocon places it just behind the US-based DirecTV (which is now owned by AT&T) with its 37.6 million subs.  That’s a number which is hard to ignore. Much senior players such as Sky in the UK and dishnetwork in the US have just 21 million subs and 13.6 million subs, respectively.

    Of course, one may argue that ARPUs in India are wafer thin at about $3 or so per subscriber and revenues too are minuscule for the DTH operators.  ARPUs for Sky which is so much smaller than Dish TV Videocon are around pounds sterling 47 while these are at $111 at DirecTV which is far bigger.

    Team Dish TV led by Jawahar Goel and his CEO Arun Kapoor have reason to celebrate. For the fusion of the two players has created an enterprise that probably has overtaken his elder brother Subhash Chandra’s Zee Entertainment Enterprises in terms of EBIDTA and in revenue.  And what must be even more pleasing is that Dish TV has been operational for fewer years than Zee Entertainment which has led the cable and satellite TV revolution in India since the early nineties.

    Ditto for team Videocon d2h that is led by the executive chairman Saurabh Pradeep Kumar Dhoot and CEO Anil Khera. The last entrant in the DTH game, the merger has catapulted it into the leadership position in India.

    True, the market capitalization of Dish TV  (alone) is  Rs 9,321.1 crore  and Videocon d2h is being merged at an equity valuation of around Rs 7,200 crore and at an enterprise value of around  Rs 9,000-odd crore (as per reports) as compared to Zee Entertainment’s Rs 46,284 crore and Sun TV’s Rs 19,747 crore . The market capitalization value of  Dish TV Videocon has yet to be calculated at the time of writing but there’s no doubt it will skyrocket substantially post the completion of the merger in the next six to seven months.

    What does the fusion mean for DishTV Videocon?

    For one, lower costs. On almost every front.

    Imagine the negotiating power it will have with broadcasters on content pricing. Carriage and placement fees will end up being substantial. It  will be in a position to get better rates on hardware, middleware, ERP software, consumer premise equipment. And then, the two companies’ administration and sales teams could also be streamlined to form a formidable lean and mean sales force. Both have vast and deep distribution strengths. While Dish TV has 2,268 distributors, 244,688 dealers and 1090 service franchises across 9322 towns, Videocon d2h has 2280 distributors and direct dealers, 230,000 dealers/retailers and 320 direct service centres nationally. A consolidation of this could also yield cost benefits.

    A PhillipCapital estimate to CNBC TV18 was that the synergy benefit at the EBIDTA level would be between Rs 300 crore to 350 crore from year two onwards.

    The lower costs could allow Dish TV Videocon to also pass on the benefits to consumers and possibly start a price war, should it choose to, and thus attracting subscribers from cable TV or other DTH providers, in the process scaling up even further.

    Dish TV Videocon’s value-added services (VAS) will get a collective boost as these could be cross-promoted between the platforms. Its scale will allow it to negotiate better advertising deals for the two services opening screens, sponsorships and on TVCs.

    Most importantly, the combined entity will end up with a robust financial report card with revenues of Rs 5,915.8 crore ($883 million) for the year ended 31 March 2016.  The figure for the first half of the current fiscal (H1-2017) is at Rs 3,100 crore. That means one can expect it to cross the $1 billion topline milestone either by end this year or mid next.

    Dish TV Videocon’s EBIDTA margins too look  healthy at 31 per cent and absolute last-fiscal-year figures of Rs 1,826 crore ($274 million). The figure for H12017 is at Rs 1,040 crore. EBIDTA minus capex stands at a puny Rs 195 crore ($29 million) but that’s significantly higher than the Rs 116.5 crore of DishTV and Rs 78.5 crore of Videocon d2h, individually. In H12017, that figure had already climbed to Rs 190 crore. The merged entity will have a net debt load of Rs 2161 crore ($323 million). H1 2017, however,  saw that climb to Rs 2660 crore.

    How Dish TV Videocon will service this higher debt – whether it will be through internal accruals or through an external cash infusion – is a question. Both the firms have to also grapple with subscriber acquisition costs  – at around Rs 1500 for Dish TV at the end of March 2016 and at Rs 1,869 for Videocon d2h at the end of 30 September 2016. But, the good part is that both have generated net profits and free cash flows.

    The combined entity will end up with close to 2.8 million HD subscribers, which is around 10 per cent of the overall subscribers. These higher ARPU customers are also growing rapidly, forming around 50 per cent of the net adds.

    Now, one does not know the ambitions that the Goel and Dhoot families are harbouring. Will they go for further scale in a few years once the merger gets digested? Will they acquire other Indian DTH players as competitive forces compel further consolidation? Will they go outside and look for opportunities elsewhere in more mature and developed pay TV markets?

    It appears as if  the road to that journey may have just begun.

    Also read:

    http://www.indiantelevision.com/dth/dth-operator/videocon-d2h-to-merge-with-dish-tv-create-leading-cable-satellite-distribution-platform-in-india-161111

     

     

  • Dish TV Videocon: Building a DTH powerhouse of global reckoning

    Dish TV Videocon: Building a DTH powerhouse of global reckoning

    MUMBAI: It’s a reflection of what’s hitting the corporate world globally – consolidate and build global scale. And scale is important in television distribution – whether cable, satellite or terrestrial or direct to home (DTH). Yesterday’s announcement of — what was speculated for nearly a year – the merger of India’s No 1 DTH operator Dish TV India with India’s fastest growing DTH player Videocon d2h – is a reflection of that trend and the building of a DTH powerhouse and pay TV operator.

    The merger has created a pay TV behemoth unrivalled in TV  distribution in the Indian market (let’s discount the public service terrestrial broadcaster Doordarshan and its satellite service FreeDish). The next Indian private DTH provider is less than half the size of the merged entity’s  size in pure net subscriber terms.

    A collective 27.6 million subs  for the combo firm Dish TV Videocon places it just behind the US-based DirecTV (which is now owned by AT&T) with its 37.6 million subs.  That’s a number which is hard to ignore. Much senior players such as Sky in the UK and dishnetwork in the US have just 21 million subs and 13.6 million subs, respectively.

    Of course, one may argue that ARPUs in India are wafer thin at about $3 or so per subscriber and revenues too are minuscule for the DTH operators.  ARPUs for Sky which is so much smaller than Dish TV Videocon are around pounds sterling 47 while these are at $111 at DirecTV which is far bigger.

    Team Dish TV led by Jawahar Goel and his CEO Arun Kapoor have reason to celebrate. For the fusion of the two players has created an enterprise that probably has overtaken his elder brother Subhash Chandra’s Zee Entertainment Enterprises in terms of EBIDTA and in revenue.  And what must be even more pleasing is that Dish TV has been operational for fewer years than Zee Entertainment which has led the cable and satellite TV revolution in India since the early nineties.

    Ditto for team Videocon d2h that is led by the executive chairman Saurabh Pradeep Kumar Dhoot and CEO Anil Khera. The last entrant in the DTH game, the merger has catapulted it into the leadership position in India.

    True, the market capitalization of Dish TV  (alone) is  Rs 9,321.1 crore  and Videocon d2h is being merged at an equity valuation of around Rs 7,200 crore and at an enterprise value of around  Rs 9,000-odd crore (as per reports) as compared to Zee Entertainment’s Rs 46,284 crore and Sun TV’s Rs 19,747 crore . The market capitalization value of  Dish TV Videocon has yet to be calculated at the time of writing but there’s no doubt it will skyrocket substantially post the completion of the merger in the next six to seven months.

    What does the fusion mean for DishTV Videocon?

    For one, lower costs. On almost every front.

    Imagine the negotiating power it will have with broadcasters on content pricing. Carriage and placement fees will end up being substantial. It  will be in a position to get better rates on hardware, middleware, ERP software, consumer premise equipment. And then, the two companies’ administration and sales teams could also be streamlined to form a formidable lean and mean sales force. Both have vast and deep distribution strengths. While Dish TV has 2,268 distributors, 244,688 dealers and 1090 service franchises across 9322 towns, Videocon d2h has 2280 distributors and direct dealers, 230,000 dealers/retailers and 320 direct service centres nationally. A consolidation of this could also yield cost benefits.

    A PhillipCapital estimate to CNBC TV18 was that the synergy benefit at the EBIDTA level would be between Rs 300 crore to 350 crore from year two onwards.

    The lower costs could allow Dish TV Videocon to also pass on the benefits to consumers and possibly start a price war, should it choose to, and thus attracting subscribers from cable TV or other DTH providers, in the process scaling up even further.

    Dish TV Videocon’s value-added services (VAS) will get a collective boost as these could be cross-promoted between the platforms. Its scale will allow it to negotiate better advertising deals for the two services opening screens, sponsorships and on TVCs.

    Most importantly, the combined entity will end up with a robust financial report card with revenues of Rs 5,915.8 crore ($883 million) for the year ended 31 March 2016.  The figure for the first half of the current fiscal (H1-2017) is at Rs 3,100 crore. That means one can expect it to cross the $1 billion topline milestone either by end this year or mid next.

    Dish TV Videocon’s EBIDTA margins too look  healthy at 31 per cent and absolute last-fiscal-year figures of Rs 1,826 crore ($274 million). The figure for H12017 is at Rs 1,040 crore. EBIDTA minus capex stands at a puny Rs 195 crore ($29 million) but that’s significantly higher than the Rs 116.5 crore of DishTV and Rs 78.5 crore of Videocon d2h, individually. In H12017, that figure had already climbed to Rs 190 crore. The merged entity will have a net debt load of Rs 2161 crore ($323 million). H1 2017, however,  saw that climb to Rs 2660 crore.

    How Dish TV Videocon will service this higher debt – whether it will be through internal accruals or through an external cash infusion – is a question. Both the firms have to also grapple with subscriber acquisition costs  – at around Rs 1500 for Dish TV at the end of March 2016 and at Rs 1,869 for Videocon d2h at the end of 30 September 2016. But, the good part is that both have generated net profits and free cash flows.

    The combined entity will end up with close to 2.8 million HD subscribers, which is around 10 per cent of the overall subscribers. These higher ARPU customers are also growing rapidly, forming around 50 per cent of the net adds.

    Now, one does not know the ambitions that the Goel and Dhoot families are harbouring. Will they go for further scale in a few years once the merger gets digested? Will they acquire other Indian DTH players as competitive forces compel further consolidation? Will they go outside and look for opportunities elsewhere in more mature and developed pay TV markets?

    It appears as if  the road to that journey may have just begun.

    Also read:

    http://www.indiantelevision.com/dth/dth-operator/videocon-d2h-to-merge-with-dish-tv-create-leading-cable-satellite-distribution-platform-in-india-161111

     

     

  • Videocon D2H to merge with Dish TV; serve 28 million subscribers

    Videocon D2H to merge with Dish TV; serve 28 million subscribers

    MUMBAI: The Board of Directors of Dish TV and Videocon d2h Limited today approved a scheme of arrangement for the amalgamation of Vd2h into Dish TV and the execution of definitive agreements in relation to such amalgamation.

    Following the closing of the proposed transaction, the merged entity will be renamed as Dish TV Videocon Limited. Pursuant to the Scheme, Dish TV Videocon shall issue 857.791 million shares as consideration for the scheme and the Vd2h shareholders shall be allotted 2.021 new shares of Dish TV Videocon for every one share held in Vd2h (subject to certain adjustments as set out in the Scheme), which would result in Dish TV shareholders owning 1,066.861 million existing shares or 55.4% of Dish TV Videocon, and Vd2h shareholders owning 857.791 million new shares or 44.6% of Dish TV Videocon.

    The fully diluted share count of Dish TV at 1,066,863,665 shares, which will lead to 857,785,766 shares of Dish TV Videocon being issued to Vd2h shareholders. Exchange ratio rounded off to two decimal places. One Vd2h ADS represents four equity shares of Vd2h.

    Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figures; EBITDA is not a standardized term, hence direct comparison between companies using the same term may not be possible. Other companies may calculate EBITDA differently from Dish TV and Vd2h, limiting their usefulness as comparative measures

    Dish TV Videocon will be led by Jawahar Lal Goel as the chairman and managing director, combining the strength of senior and operating management teams while offering further career growth opportunities for employees of the two merging companies. The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be the vice chairman and the other a deputy managing director.

    The proposed transaction is expected to create a leading cable and satellite distribution platform in India. Dish TV Videocon would serve 27.6 million net subscribers in India, as of September 30, 2016, on a pro-forma basis, out of a total of 175 million TV households in India highlighting significant room for growth. The combined entity would have revenue of Rs. 59,158 million and EBITDA2 of Rs. 18,262 million on a pro-forma basis for the fiscal year ended 31 March 2016 positioning it as a leading media company in India. The proposed transaction is expected to provide better synergies and growth opportunities and enable Dish TV Videocon to provide differentiated and superior service to all customers through deeper after-sales, distribution and technology capabilities, and also become a more effective partner for TV content providers in India.

    Goel said: “This transaction, that brings together two powerhouse brands of the cable & satellite Industry in India, will provide us with a gateway to harness growth opportunities in an ultra-competitive multi player environment. This combine will enhance value for all stakeholders – consumers, government, employees and shareholders. Dish TV has been a pioneering and path breaking company which has taken the pain and responsibility of establishing many new processes, like the electronic & digital payments system that were the business need of the initial years and went on to become the industry norm of a dynamic and throbbing Industry. Now we take the next leap in our very exciting and exhilarating journey.”

    Vd2h executive chairman Saurabh Dhoot said: “Today, we are very excited about this strategic combination to create a solid platform with decisive and proven leadership at the front would lead Dish TV Videocon to create value for all stakeholders, our customers, employees, and our shareholders.”

    At the close of the proposed transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon. The Dish TV principals are also in discussion with the Vd2h principals to purchase some of the Vd2h principals’ shares in Dish TV Videocon post the amalgamation, details of which are likely to be finalised soon.

    Upon closing of the proposed transaction, Dish TV Videocon shall continue to be listed on the National Stock Exchange of India and the BSE Limited in India and on the Luxembourg Stock Exchange in the form of GDRs. In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly.

    The proposed transaction remains subject to approvals, including from the Securities and Exchange Board of India, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. The proposed transaction is expected to close in the second half of 2017.

    Morgan Stanley is acting as the exclusive financial advisor to Dish TV, and YES Securities (India) Limited is acting as the lead financial advisor to Vd2h. The other advisors involved are — EY, SR Batliboi & Co. LLP, Luthra & Luthra Law Offices for Dish TV, and KPMG, Shardul Amarchand Mangaldas & Co., and Edelweiss Capital for Vd2h. Shearman & Sterling is acting as international legal advisor to both Dish TV and Vd2h in respect of the, US federal securities law and related aspects of the proposed transaction.

    The new shares of Dish TV Videocon to be issued pursuant to the Scheme have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. New shares of Dish TV Videocon to be issued pursuant to the Scheme will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the Securities Act.

    Neither the SEC nor any U.S. state securities commission has approved or disapproved of the new shares of Dish TV Videocon to be issued pursuant to the Scheme, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

    Dish TV and Vd2h are incorporated under the laws of India. In addition, most their respective officers and directors reside outside the United States, and some or all of their assets are or may be located in jurisdictions outside the United States.

  • Videocon D2H to merge with Dish TV; serve 28 million subscribers

    Videocon D2H to merge with Dish TV; serve 28 million subscribers

    MUMBAI: The Board of Directors of Dish TV and Videocon d2h Limited today approved a scheme of arrangement for the amalgamation of Vd2h into Dish TV and the execution of definitive agreements in relation to such amalgamation.

    Following the closing of the proposed transaction, the merged entity will be renamed as Dish TV Videocon Limited. Pursuant to the Scheme, Dish TV Videocon shall issue 857.791 million shares as consideration for the scheme and the Vd2h shareholders shall be allotted 2.021 new shares of Dish TV Videocon for every one share held in Vd2h (subject to certain adjustments as set out in the Scheme), which would result in Dish TV shareholders owning 1,066.861 million existing shares or 55.4% of Dish TV Videocon, and Vd2h shareholders owning 857.791 million new shares or 44.6% of Dish TV Videocon.

    The fully diluted share count of Dish TV at 1,066,863,665 shares, which will lead to 857,785,766 shares of Dish TV Videocon being issued to Vd2h shareholders. Exchange ratio rounded off to two decimal places. One Vd2h ADS represents four equity shares of Vd2h.

    Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figures; EBITDA is not a standardized term, hence direct comparison between companies using the same term may not be possible. Other companies may calculate EBITDA differently from Dish TV and Vd2h, limiting their usefulness as comparative measures

    Dish TV Videocon will be led by Jawahar Lal Goel as the chairman and managing director, combining the strength of senior and operating management teams while offering further career growth opportunities for employees of the two merging companies. The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be the vice chairman and the other a deputy managing director.

    The proposed transaction is expected to create a leading cable and satellite distribution platform in India. Dish TV Videocon would serve 27.6 million net subscribers in India, as of September 30, 2016, on a pro-forma basis, out of a total of 175 million TV households in India highlighting significant room for growth. The combined entity would have revenue of Rs. 59,158 million and EBITDA2 of Rs. 18,262 million on a pro-forma basis for the fiscal year ended 31 March 2016 positioning it as a leading media company in India. The proposed transaction is expected to provide better synergies and growth opportunities and enable Dish TV Videocon to provide differentiated and superior service to all customers through deeper after-sales, distribution and technology capabilities, and also become a more effective partner for TV content providers in India.

    Goel said: “This transaction, that brings together two powerhouse brands of the cable & satellite Industry in India, will provide us with a gateway to harness growth opportunities in an ultra-competitive multi player environment. This combine will enhance value for all stakeholders – consumers, government, employees and shareholders. Dish TV has been a pioneering and path breaking company which has taken the pain and responsibility of establishing many new processes, like the electronic & digital payments system that were the business need of the initial years and went on to become the industry norm of a dynamic and throbbing Industry. Now we take the next leap in our very exciting and exhilarating journey.”

    Vd2h executive chairman Saurabh Dhoot said: “Today, we are very excited about this strategic combination to create a solid platform with decisive and proven leadership at the front would lead Dish TV Videocon to create value for all stakeholders, our customers, employees, and our shareholders.”

    At the close of the proposed transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon. The Dish TV principals are also in discussion with the Vd2h principals to purchase some of the Vd2h principals’ shares in Dish TV Videocon post the amalgamation, details of which are likely to be finalised soon.

    Upon closing of the proposed transaction, Dish TV Videocon shall continue to be listed on the National Stock Exchange of India and the BSE Limited in India and on the Luxembourg Stock Exchange in the form of GDRs. In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly.

    The proposed transaction remains subject to approvals, including from the Securities and Exchange Board of India, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. The proposed transaction is expected to close in the second half of 2017.

    Morgan Stanley is acting as the exclusive financial advisor to Dish TV, and YES Securities (India) Limited is acting as the lead financial advisor to Vd2h. The other advisors involved are — EY, SR Batliboi & Co. LLP, Luthra & Luthra Law Offices for Dish TV, and KPMG, Shardul Amarchand Mangaldas & Co., and Edelweiss Capital for Vd2h. Shearman & Sterling is acting as international legal advisor to both Dish TV and Vd2h in respect of the, US federal securities law and related aspects of the proposed transaction.

    The new shares of Dish TV Videocon to be issued pursuant to the Scheme have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. New shares of Dish TV Videocon to be issued pursuant to the Scheme will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the Securities Act.

    Neither the SEC nor any U.S. state securities commission has approved or disapproved of the new shares of Dish TV Videocon to be issued pursuant to the Scheme, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

    Dish TV and Vd2h are incorporated under the laws of India. In addition, most their respective officers and directors reside outside the United States, and some or all of their assets are or may be located in jurisdictions outside the United States.