Merger of Sony Pictures Networks India and

Zee Entertainment Enterprises Ltd.

December 2021
Transaction summary

 ZEEL and SPNI to combine their linear networks, digital assets, Current structure
production operations and program libraries

 Combined company would be a publicly listed company in India in

which Sony Pictures Entertainment would hold a majority stake ZEEL ZEEL Public Sony Group
Promoters Shareholders Corp
 Sony Pictures Entertainment Inc., the parent company of SPNI, would
become a promoter of the combined entity 3.99% 96.01%
 Majority of the board of directors of the combined company will be 100% 100%
nominated by the Sony Group
 Mr. Punit Goenka will lead the combined company as its Managing
Zee Entertainment Bangla Entertainment Sony Pictures
Director & CEO Enterprises Ltd. Private Limited Networks India Private
(ZEEL) (“BEPL”) Limited (SPNI)
 Sony Group will pay non-compete fees of USD equivalent of INR 1,101
crore to promoters of ZEEL
 Promoters of ZEEL commit to invest an equal amount in SPNI prior to Final structure
the closing the transaction, resulting in eventual holding of ZEEL
Promoters to be 3.99% in the combined entity Sony Group
ZEEL Public
 SPNI is required to have cash balance of US$1.5bn at closing, to ZEEL Promoters Corp
Shareholders
enable the combined company to drive sharper content creation across
platforms, strengthen its footprint in the rapidly evolving digital 3.99% 45.15% 50.86%
ecosystem, bid for media rights in the fast-growing sports landscape
and pursue other growth opportunities
SPNI
 Closing of the transaction is subject to certain customary closing Transferee Company
conditions, including regulatory, shareholder, and third-party approvals Listed in India
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Execution steps included in the Draft scheme of arrangement

Expected Sony ZEEL ZEEL Public

shareholding Group Promoters shareholders

Sony Group Non-compete fees of

Excluding the non-
compete
52.97% 1.88% 45.15%
USD equivalent of ZEEL
INR 1,101 crore
Sony Pictures Promoters Proposed transaction,
including the non- 50.86% 3.99% 45.15%
Entertainment Inc. compete

Sony Group to infuse Cash infusion (equal to non-

cash to ensure SPNI has compete fees received)
(along with cash
infusion from Zee
promoters) $1.5bn cash 50.86% Bangla Entertainment Pvt.
prior to closing SPNI shares Ltd. (BEPL)

100% subsidiary of Sony

ZEEL Public Sony Pictures Networks India
Zee Entertainment
Group that owns the
Sony AATH channel
Private Limited (SPNI) *
Shareholders 45.15% Merged into SPNI Enterprises Ltd. (ZEEL) which is part of the
transaction perimeter

Public listed entity

* To be renamed
Illustrative chart which only reflects high level steps involved, subject to additional details regarding legal entities and structural steps
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ZEEL’s advisors and independent valuers

Financial advisors: Fairness opinion by independent merchant banks:

 J.P. Morgan India Private Limited  Duff & Phelps India Private Limited

 KPMG  ICICI Securities Limited

Legal advisors: Trilegal Commercial due diligence: Boston Consulting Group (“BCG”)

Independent valuer: GT Valuation Advisors Pvt. Ltd. Financial & Tax diligence: Deloitte Haskins & Sells LLP

Legal and compliance diligence: Trilegal

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