Zee moves NCLT after Sony calls off $10 billion merger

It has also initiated legal action to contest Sony's termination fee of $90 million at the Singapore International Arbitration Centre (SIAC).

Zee Entertainment Enterprises Ltd (ZEEL), on January 24, announced that it has approached the National Company Law Tribunal (NCLT) against Sony's decision to call off the proposed merger. It has also initiated legal action to contest Sony's claims of $90 million (around ₹748.5 crore) as a termination fee, for which the Japanese firm has moved the Singapore International Arbitration Centre (SIAC).

As per a regulatory filing, Zee has approached the Mumbai bench of NCLT “seeking directions to implement the merger scheme.” It has also asked Culver Max and Bangla Entertainment Pvt Ltd (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.

“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,” it stated. 

According to the merger agreement signed on December 22, 2021, Zee, Sony Pictures Networks India (now known as Culver Max), and Bangla Entertainment Pvt Ltd were supposed to be merged into a unified entity within 24 months. After the deadline ended last month, both the companies entered into a month-long negotiation. However, Sony terminated the proposed merger, set to create a $10 billion media entity, by issuing a notice to ZEEL on January 22.

Announcing its decision to terminate the merger, Sony said that certain "closing conditions" to the merger were not satisfied despite "good faith discussions" with Zee, and the companies had been unable to agree upon an extension.