Scheme of Amalgamation and Arrangement amongst Network18, TV18, Den & Hathway
New Delhi: Reliance Industries (NSE: RELIANCE) announced a consolidation of its media and distribution businesses spread across multiple entities into Network18.
Under the Scheme of Arrangement, TV18 Broadcast (NSE: TV18), Hathway Cable & Datacom (NSE: HATHWAY) and Den Networks (NSE: DEN) will merge into Network18 Media & Investments (NSE: NETWORK18). The Appointed Date for the merger shall be February 1, 2020. The Board of Directors of the respective companies approved the Scheme of Amalgamation and Arrangement at their meetings held today.
The broadcasting business will be housed in Network18 and the cable and ISP businesses in two separate wholly owned subsidiaries of Network18.
The restructuring shall create value-chain integration, and render substantial economies of scale.
The Scheme shall also simplify the corporate structure of the group by reducing the number of listed entities.
The aggregation of a content powerhouse across news and entertainment (both linear and digital) and the country’s largest cable distribution network under the same umbrella shall boost efficiency and exploit synergies, creating value for all stakeholders.
The media industry is accelerating towards being a B2C play, led both by market factors and through regulation. An integrated media play shall further increase the breadth as well as depth of the group’s consumer touchpoints, and allow for retaining a larger share of the consumer’s spend on content.
The reorganization furthers the group strategy of building a media powerhouse that is agnostic across pipes, platforms and screens.
Shareholders of all the four Companies will benefit from streamlining of operations and strategy, focused management, and reduction of risk through consolidation.
Will be an integrated media and distribution company with a revenue of ~Rs. 8,000 cr,
Will scale-up as one of the largest listed players in the sector
Will be net-debt free at consolidated level, providing a solid base for growth as well as improved shareholder returns
Will benefit from a balanced mix of cyclical and annuity revenues to unlock growth while ensuring stability.
Will create eco-system for growth opportunities in digital, broadcast media, cable and broadband.
The consolidation of cable businesses of Den and Hathway in one entity will leverage the combined strength of the ~27000 LCO partners who act as the touchpoints to ~15 mn households in India; delivering localized, people-friendly and ultra-fast customer services.
The combined Broadband entity will serve ~1 mn wireline broadband subscribers across the country.
Media & Distribution Powerhouse
Network18 shall, along with affiliates, have leading positions across the growing media and distribution landscape in India:
13% share of TV viewership in the country
#1 News network and #3 Entertainment network in India by viewership
56 channels across News and Entertainment, spanning 15 languages
1 in 4 internet users in India are on the group’s websites or apps
MoneyControl (#1 Finance app)
Voot (#2 Broadcaster OTT)
News18.com (#1 Regional News destination)
12.5% share of India’s cable & satellite pay-subscriber base
#1 cable platform, covering ~30% of India’s cable subscriber base
Presence across 18 states
6.7% share of the country’s wireline broadband subscriber base
India’s wireline penetration is amongst the lowest in the world at ~7%, affording significant headroom for growth
Brief details of the Scheme of Arrangement:
Appointed Date: February 1, 2020
Share exchange ratio:
92 shares of Network18 for every 100 shares of TV18
78 shares of Network18 for every 100 shares of Hathway
191 shares of Network18 for every 100 shares of Den
Valuation report for the fair share exchange ratio has been provided by BDO Valuation Advisory LLP (Registered Valuer) and MSKA & Associates (Chartered Accountants).
The exchange ratio has been computed considering the higher of the average of the weekly high and low of the volume weighted average price of the related equity shares during (a) the twenty six weeks or (b) the two weeks preceding the date of the board meetings.
Citgroup Global Markets India Pvt Ltd. (for Network18) and ICICI Securities (for TV18, Den and Hathway) have issued Fairness Opinion on the share exchange ratio.
Trilegal is the legal advisor and Dhruva Advisors LLP is the Tax Advisor for the Scheme.
Reliance’s holding in Network18 will reduce from 75% to ~64% upon implementation of the Scheme.
The Scheme of Arrangement is subject to all necessary approvals.