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Sun TV Board approves Amalgamation & Merger
Posted On : 2006-12-01 22:19:53( TIMEZONE : IST )
Sun TV Ltd has announced that the Board of Directors of the Company and Gemini TV Pvt Ltd (GEMINI) have approved the amalgamation of GEMINI with the Company. The boards has approved an issue of 1.78 equity shares of Rs 10/- each of the Company for every 1 equity share of Rs 10/- each of GEMINI. This would entail an issue of 17,800,000 shares of the Company to GEMINI shareholders.
The Board of Directors of the Company and Udaya TV Pvt Ltd (UDAYA) have approved the merger of all divisions of UDAYA, except the FM Radio Division, with the Company. The boards have approved an issue of 19.72 equity shares of Rs 10/- each of the Company for every 1 equity share of Rs 10/- each of UDAYA. This would entail an issue of 11,832,000 shares of the Company to UDAYA shareholders.
The Board of Directors of all three Companies - The Company, GEMINI and UDAYA - have approved the Scheme of Arrangement which governs the above amalgamation and merger. After the proposed amalgamation and merger, the outstanding equity share capital of the Company will increase from 68,889,155 to 98,521,155 equity shares of Rs 10/- each. The additional 29,632,000 shares proposed to be issued will constitute - 30% of the enlarged equity capital of the Company.
On completion of the proposed merger, the Company is proposed to be renamed as Sun TV Network Ltd.
GEMINI owns and operates five television channels - Gemini TV, Teja TV, Gemini News, Gemini Music and Gemini Cable Vision. Its flagship channel - Gemini TV - is the No.1 Telugu Channel in India for the past several years (Source: TAM). For the year ended March 31, 2006, GEMINI reported a Revenue of Rs 174.69 crore and a Profit after Tax of Rs 45.06 crore.
UDAYA owns and operates four television channels - Udaya TV, Udaya Movies, Udaya Varthegalu and Udaya TV II. Its flagship channel - Udaya TV is the No.1 Kannada channel in India for the past several years (Source: TAM). For the year ended March 31, 2006, UDAYA reported a Revenue of Rs 94.31 crore and a Profit alter Tax of Rs 25.28 crore.
The Company currently operates four television channels - Sun TV, KTV, Sun News and Sun Music - in Tamil language, two television channels - Surya TV and Kiran TV - in Malayalam language, three FM Radio Stations, and another three FM Radio Stations through its subsidiaries. The two subsidiaries of the Company, Viz., Kal Radio Ltd and South Asia FM Ltd., jointly hold 41 FM Radio Licences for FM Radio Stations across India.
With this proposed amalgamation and merger, The Company will increase the number of television channels in its bouquet from 6 to 15 channels. The proposed amalgamation and merger will enable the Company to build a dominant presence in entire south India, and emerge as one of the largest and most profitable television broadcasters in India.
The merger is subject to final approval by Shareholders, Creditors and the High Court. Enam Financial Consultants Pvt. Ltd. and DSP Merrill Lynch Ltd acted as Advisors to this Transaction.
