Zee Entertainment moves NCLT against Sony for calling off merger; to contest $90 million claim before SIAC

Two days after the termination of the merger agreement by Sony Group, Zee Entertainment on Wednesday, 24 January, hit back by filing a petition before the National Company Law Tribunal (NCLT), seeking a direction to implement the merger scheme.

Besides, it has also initiated appropriate legal actions to contest the claims of $90 million (Rs 748.5 crore) filed by Sony Group before the Singapore International Arbitration Centre (SIAC), according to a regulatory update by Zee Entertainment Enterprise Ltd (ZEEL).

It asserted that Sony Group entities Culver Max and BEPL (Bangla Entertainment Pvt Ltd), which were to be merged with ZEEL, "are in default of their obligations to give effect to" and implement the scheme of merger that was sanctioned by the NCLT.

"The company approached the NCLT, Mumbai-bench, inter alia seeking directions to implement the merger scheme," ZEEL said.

On 10 August 2023, NCLT approved the scheme of merger of ZEEL with Sony group entities Culver Max Entertainment (earlier known as Sony Pictures Networks India) and BEPL.

"The Company has called upon Culver Max and BEPL to immediately withdraw the termination and confirm that they will perform their obligations to give effect to and implement the Merger Scheme, sanctioned by the NCLT," it noted.

Moreover, the Chandra family-promoted media entity has refuted all allegations of Sony Group of breach of the merger agreement and said the termination fee claimed by the Japanese firm is "legally untenable" and has no basis whatsoever. It is "evaluating all available options" and basis the guidance received from its board, said a regulatory filing from Zee Entertainment Enterprise.

"The Company initiated appropriate legal action to contest Culver Max and BEPL's claims in the arbitration proceedings before the Singapore International Arbitration Centre (SIAC)," it added.

On Monday, Sony Group Corp, the Japanese parent company of Sony Picture Network India (SPNI) and Bangla Entertainment Pvt Ltd (BEPL), announced the termination of the $10 billion merger agreement with ZEEL, while seeking $90 million for breach of conditions besides initiating arbitration.

Sony Group Corporation (SGC) had said ZEEL did not satisfy the merger conditions despite engaging in discussions to extend the end date for consummation of the transaction.

Replying to it, ZEEL said: "The company categorically refutes all claims and assertions made by Culver Max and BEPL regarding alleged breaches of the MCA by the company, including their claims for the termination fee, and reserves all its rights in this matter".

ZEEL further said it is evaluating all available options, and basis the guidance received from the board, and will take all necessary steps to safeguard the long-term interests.

This also includes "taking appropriate legal action and contesting Culver Max and BEPL's claims in the arbitration proceedings".