Best is to book profit and get out of zee. If invesco wins then zee Sony merger will be canceled. And if zee don’t call EGM then also all matter in court.
Disc booked profit and not invested. Will wait now.
How can you you say that conclusively? Invesco has till date not said anything against the merger
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The merger is beneficial for all the shareholders including Invesco.
Hence there will not be any questions of cancellation of merger.
The question is not about merger with Sony but what current management comprised on valuation to get what they want which is Mr. PG will continue to be MD and also there 4% stake will not get diluted. These has been discussion on the same since last 2-3 years but promoter’s family did not agree on valuation that time and as they do not have any other option this time so deal finally get go ahead (being pushed by Invesco) .
We shouldn’t be such naive to consider these things did not affected the valuation of Zee in merger. If Sony giving 2% back to Goenka family (on name of Non-compete agreement) then Sony will pay that much less while acquiring remaining Zee. Just to remind all deal happened at around 245-250 per share of Zeel.
This move(not calling EGM last moment) itself is question mark on board’s independence and same is evidence of it. If their notice is illegal and infirmity with law then why Zeel did not mention this last week or before that. They only mention now so they can buy sometime.
I think Invesco is going in right direction but I am not sure if our judicial system will be quick enough to get this sorted as this can go even till Supreme Court.
I had booked profit at upper level and waiting to enter at lower level.
Thanks!
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I looked at the FY21 Annual report to cull out the list of esteemed board members who have taken this blatantly false and illegal stand ( Prime-facie common man Opinion – not a legal expert ) & i am surprised that almost all of them have illustrious corporate standing & careers BUT still they have been party to this stand is highly perplexing to say the least 
List of Board Members :
- R. Gopalan IAS Chairman( Secretary DEA & DFS in Finance Minstery )
- Adesh Kumar Gupta ( Independent director) --Spent 3 decades in Aditya Birla Group , on the board of Grasim , Care Ratings ( ), Vinati Organics.
- Ashok Kurien ( Non executive Director ) --Director at Living Guard AG --( resigned now )
- Manish Chokhani --Highly respected investor and market participant --( resigned now )
- Piyush Pandey ( Independent Director) --Executive Chairman Ogilvy India.
- Sasha Mirchandani ( Independent Director) --Investor in Many unicorn , serves on the board of Hathway Cable, Nazara Tech, Healthkart, Kaecapital
- Vivek Mehra ( Independent Director) --was in PWC till 2017 --serves on the board Havells, DLF , HT Media, Chambal Fertilizer.
disc. : Not invested , not planning to invest , just a observation in this saga !
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As thought, it reaches now to High Court
Company files case to get notice termed as illegal.
. Zeel HC.pdf (408.0 KB)
Thanks!
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Presumably there are very few really independent directors in corporate India. Apparently many so called independent directors are on the board as a part of network/old boys’ club, being yes men (pliant) while pocketing nice compensation. Some independent directors after ‘serving’ the maximum allowed two terms, become non-independent directors on the same board! Probably, this scheme is part of comprehensive package, which compromises ‘independence’ right at the beginning ?
One is reminded of the quote- Whose bread I eat, his song I sing. -
Manoeuvre like approaching high court, while the matter is still in NCLT is a clear sign of the 4% promoter desperately fighting tooth and nail to hold on to the company.
Looks like it is going to be a long drawn battle.
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Why does the High court even entertain Zee’s petition?Is there even a case here?Even if the high court entertains this,how long can it really drag???
Disclosure:Invested and biased.
HC’s accepting or rejecting the petition is yet to be decided … How the high court treats Zee’s civil suit for dismissal of Invesco’s demand for an EGM would set the tone for how the legal battle would unfold in the coming days with lot of twist and turns .
“The high court could decide that what is framed as a civil suit is really under the domain of the company law, that is currently under the consideration of the NCLT. This can decide the alleged illegality of requisitioning the EGM. If found proper, it could direct the EGM to be held, and even appoint a chairman to ensure impartiality in the conduct of the meeting,”
Looks like a prolonged battle …
No investment. Following the case for academic Purpose .
Aniesh there is a detailed view on Moneycontrol pro yesterday
It says that the reason for Invesco behaviour though is not clear it says Invesco may look to have better price immediately instead of waiting for completion of merger which may take 6 months or more.
This would be true only if Invesco looking for exit. Also if merger is sure to be successful, stock markets do not take 6 months to price that in…so not sure about this reasoning unless it’s clear that Invesco needs exit, which it doesn’t look like from what’s in public domain…
Disc: Initiated tracking position in last couple week
Possible … they can run an auction process for its shares, and sell to maximise gains.
Invesco wants appointment of six additional independent directors in a “free and democratic manner.” It had earlier sought the removal of three non-independent directors, following which two non-independent directors Ashok Kurien and Manish Chokhani have stepped down
Even Invesco is not clear here
If they are removing the board and the CEO, who will run the company? There is no game plan or road map that Invesco has shared yet …
Invesco is not against merger but they don’t want few earlier people on board .
Whatever little i read the real issue seems that , merger negotiations with Sony done by the Zee family, will get a lot of rights and benefits from the deal.
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Yea agreed it is a win win for all
RJ has made entry at good level
It’s a matter of time.
Holding
They might be also controlling media narrative.
I just watched interview of zeel board’s chairman with cnbc tv18. I feel he was acting a bit rude and in 5-6 mins no info was given. He was repeating statements. You can search in YouTube.
Thanks!
Zee-Invesco case: NCLT seeks reply by October 7 on plea seeking EGM order
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Well.High court and Supreme court has been giving out judgements quite fast when it comes to corporate issues.Both HC and SC wrapped up the DHFL case in 5 months,even though the promoter family tried to make a counter offer,.There the court has to go through various proposals made by different parties.In this case the actions of Zee are in clear violation of the company law.
I am not a lawyer here,do you think it will be a prolonged battle?
Can’t say , as lot of things are going on …
In near term needs to be seen what reply Zee Entertainment will file on Invesco’s plea for EGM by Thursday .
Will High court accept their petition ?
Here The merger deal is a non-binding term between the two entities—with a negotiation period of 90 days during which ZEEL and SPNI will conduct mutual diligence and negotiate definitive, binding agreements.
Deal has too many conditions. The document that they have released says that the final transaction would be subject to completion of customary due diligence, negotiation and execution of definitive binding agreements, and required corporate, regulatory and third-party approvals, including ZEEL shareholder vote.
Therefore, there is every chance of the deal not working out as well. Last year deal between Viacom18 and Sony Pictures Networks India broke off , so anything can happen .
Although Invesco may not raise an issue since there is a stronger entity coming in.
There will be many twists and turns in the coming days. …
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One point to note is Invesco is not against the merger.
Merger is beneficial to all stakeholders including Invesco.
I mentioned that…
“Zee has said Goenka’s leadership of the merged company is pivotal to the deal.”
This is the most important point to be noted…
Invesco most probably won’t budge without removal of goenka , and as per zee for deal to Happen Goenka presence is pivotal…
So It’s a catch 22 situation
Source : Invesco’s Plea For EGM To Wait As Tribunal Gives Zee Time To Respond