NCLT approves merger of Viacom 18 and Star India after CCI approval

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NCLT approves merger of Viacom 18 and Star India after CCI approval

The NCLT on Friday approved the merger plan of Reliance Industries-owned Viacom 18 Media — the holding company of the group’s media and entertainment assets — with Star India. A two-judge bench of the National Company Law Tribunal (NCLT) approved the complex scheme of arrangement between Viacom 18, Digital18 and Star India, a unit of global media giant The Walt-Disney.

The opportunity comes two days after the Competition Commission of India approved the merger of media assets of Reliance Industries and The Walt Disney Co., creating the country’s largest media empire, worth more than 70,000 rupees.

While approving the scheme, the NCLT said, “From the materials on record, it appears that the scheme is fair and reasonable and does not violate any provision of law or is not against public policy.”

The NCLT in its 22-page order also said that the scheme “will be implemented, in accordance with the provisions of the Scheme, only after obtaining the approval of the Competition Commission of India.”

The scheme proposed to transfer and acquire Media Operations Undertaking from Viacom 18 and JioCinema to Digital 18, a subsidiary of Viacom 18. This would be followed by the “demerger, transfer and acquisition of V18 Undertaking from Digital 18 to Star India”.

“Since all the requisite statutory requirements have been complied with, the said Company Scheme Petition becomes absolute in terms of the prayer…,” the NCLT order said.

Reliance Chairman Mukesh Ambani on Thursday said the mega merger of RIL’s media assets with Walt Disney marks the beginning of a new era in the Indian entertainment industry.

Welcoming Disney to the Reliance family, Ambani said that like Jio and the retail business, the expanded media business will be an invaluable growth hub in the Reliance ecosystem.

The deal, announced six months ago, was subjected to scrutiny by the antitrust body and approved by the NCLT.

The CCI said it has given its approval to the “proposed merger involving Reliance Industries Limited, Viacom18 Media Private Limited, Digital18 Media Limited, Star India Private Limited and Star Television Productions Limited, subject to compliance with voluntary modifications”.

Viacom18 is part of the RIL group, while SIPL is wholly owned by The Walt Disney Company. STPL, a company registered in the British Virgin Islands, is indirectly owned by The Walt Disney.

The Competition Commission of India (CCI), however, did not disclose the voluntary changes made by both parties to the original agreement.

Under the deal, Mukesh Ambani-led Reliance Industries Ltd (RIL) and its affiliates will hold a 63.16 per cent stake in the combined entity, which will offer two streaming services and 120 TV channels.

Walt Disney will hold the remaining 36.84% stake in the combined entity, which will also become India’s largest media house.

Reliance Industries has also agreed to invest close to Rs 11,500 crore in the joint venture to give it the muscle to take on rivals like Japan’s Sony and Netflix.

Nita Ambani, wife of billionaire RIL chairman Mukesh Ambani, will head the joint venture while Uday Shankar will serve as vice-chairman.

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