NEW DELHI, November 11, 2016 /PRNewswire/ --
The Board of Directors of Dish TV (NSE: DISHTV) ('Dish TV') and
Videocon d2h Limited (NASDAQ: VDTH) ('Vd2h') today approved a
scheme of arrangement for the amalgamation of Vd2h into Dish TV
(the 'Scheme') and the execution of definitive agreements in
relation to such amalgamation (the 'Proposed Transaction').
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Following the closing of the Proposed Transaction, the merged
entity will be renamed as Dish TV Videocon Limited ('Dish TV
Videocon'). Pursuant to the Scheme, Dish TV Videocon shall issue
857.79[1] million shares as consideration for the Scheme
and the Vd2h shareholders shall be allotted
2.02[1] 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 1,066.86[1]
million existing shares or 55.4% of Dish TV Videocon, and Vd2h
shareholders owning 857.79[1]
million new shares or 44.6% of Dish TV Videocon.
Dish TV Videocon will be led by Jawahar
Lal Goel as 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 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 a revenue of Rs.
59,158 mn and EBITDA[2] of Rs. 18,262 mn 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.
Jawahar Lal Goel, Chairman and
Managing Director of Dish TV said, "We are pleased to announce this
combination at a time when the cable and satellite industry in
India is rapidly progressing on
the path to digitization. This transaction, that brings together
two powerhouse brands of the cable and 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 and 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."
Saurabh Dhoot, Executive Chairman
of Vd2h said, "Since the commercial launch of Vd2h seven years ago,
we have created a highly successful and high-growth DTH business
with a solid foundation. We went public on the NASDAQ with a vision
to take the company to the next level and emerge as a leading,
innovative and highly profitable Indian media platform. Today, we
are very excited about this strategic combination to create a solid
platform with decisive and proven leadership at the front, leading
Dish TV Videocon to create value for all stakeholders, our
customers, employees, and 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 finalized
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 exclusive financial advisor to Dish
TV and YES Securities (India)
Limited is acting as lead financial advisor to Vd2h. The other
advisors involved in the transaction 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.
1. 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.
2. 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
About Dish TV
Dish TV is Asia Pacific's
largest direct-to-home (DTH) company. Dish TV has on its platform
more than 582 channels & services including 22 audio channels
and over 55 HD channels & services. Dish TV offers a host of
active services including Comedy Active, Playin TV Active, Kids
Active and Games Active. Other Active services include Anandam
Active, Ibadat Active, Music Active and Job Active etc. Dish TV
uses the NSS-6 satellite platform along with the Asiasat 5 and
SES-8 platforms which makes its total bandwidth capacity equal 828
MHz, amongst the largest held by any DTH player in the country. The
Company has a vast distribution network of over 2,268 distributors
& over 244,668 dealers that span across 9,322 towns in the
country. Dish TV has more than 1,090 service franchisees that
strive to achieve a TAT of 4 hours for customer service. Dish TV
has thirteen 24* 7 call centres catering to 11 different languages
to take care of subscriber requirement at any point in time. For
more information on the company, please visit
http://www.dishtv.in
About Vd2h
Videocon d2h is India's fastest
growing DTH service provider which offers over 570 channels and
services. Vd2h is launching HD Smart Connect Set top Box (Connected
Set top box) which converts your existing normal TV into a Smart
TV. The Connected set top box allows one to browse content from
Facebook, Twitter, Daily Motion, video on demand sites, news
sites, weather sites, etc through applications residing on STB.
Powered by the MPEG-4 and DVB-S2 technology, Vd2h transforms
your TV into a hub of entertainment and knowledge. It offers a wide
range of active services including Smart English, Smart Games. The
other active services include d2h Hollywood HD, d2h music, d2h
spice, d2h cinema in both Standard Definition and HD, etc. It
launched India's first 4K Ultra HD
DTH channel service. Vd2h offers India's first Radio Frequency Remote Control.
Vd2h has a pan India sales &
distribution channel, strong service orientation and a track record
of introducing technologically innovative product and service
offerings. Vd2h has over 300 own service centres spread across
7,500 towns in India to attend and
resolve the service issues within four to six hours. For more
details on the company, please visit http://www.videocond2h.com
Disclaimer
In furnishing this press release, neither Videocon d2h Limited,
Dish TV India Limited nor its associates and affiliates, nor any of
their respective officers, directors, advisors, undertake any
obligation to provide to the recipient (a) access to any additional
information or to update this document, or (b) to correct any
inaccuracies therein which may or may not become apparent.
The proposed transaction is subject to approval of various
regulatory and other authorities, including without limitation, the
Competition Commission of India,
the Securities and Exchange Board of India, the Ministry of Information and
Broadcasting and the High Court of Bombay.
Forward Looking Statements
This press release may contain forward-looking statements, as
defined in the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. In addition to statements
which are forward-looking by reason of context, the words "may",
"will", "should", "expects", "plans", "intends", "anticipates",
"believes", "estimates", "predicts", "potential", or "continue" and
similar expressions identify forward-looking statements. We caution
you that reliance on any forward-looking statement involves risks
and uncertainties that might cause actual results to differ
materially from those expressed or implied by such statements.
These and other factors are more fully discussed in Vd2h's annual
report on Form 20-F filed with the U.S.
Securities and Exchange Commission (the "SEC") and
available at http://www.sec.gov. All information provided in this
press release is as of the date hereof, unless the context
otherwise requires. Other than as required by law, Vd2h does not
undertake to update any forward-looking statements or other
information in this press release.
Further Information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for, or any invitation
to purchase or subscribe for, or the solicitation of an offer to
purchase or otherwise subscribe for any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Proposed Transaction or otherwise nor shall there be any
sale, issuance or transfer of securities of Dish TV or Vd2h in any
jurisdiction in contravention of applicable laws. The Proposed
Transaction will be made solely pursuant to the Scheme which will
contain the full terms and conditions of the Scheme, including
details of how to vote in respect of the Scheme. Any vote or
response in relation to the Scheme should be made solely on the
basis of the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Notice to U.S. Investors
The Proposed Transaction relates to the shares of an Indian
company and is being made by means of a scheme of arrangement
provided for under Sections 391 to 394 of the Companies Act, 1956
and/or applicable Sections of the Companies Act, 2013. The
Proposed Transaction, implemented by way of a scheme of
arrangement, is not subject to the U.S. tender offer rules and is
not subject to the U.S. proxy solicitation rules under the U.S.
Securities Exchange Act of 1934, as amended. Accordingly, the
Proposed Transaction is subject to the disclosure requirements and
practices applicable to a scheme of arrangement involving a company
in India, which differ from the
disclosure requirements of United
States tender offer and proxy solicitation rules.
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. Therefore, investors may have
difficulty effecting service of process within the United States upon those persons or
recovering against Dish TV, Vd2h or their respective officers or
directors on judgments of United
States courts, including judgments based upon the civil
liability provisions of the United
States federal securities laws. It may not be possible
to sue Dish TV or Vd2h or any of their respective officers or
directors in a non-U.S. court for violations of the U.S. securities
laws.
SOURCE Videocon d2h