While RIL started its journey to have a hold in media with Network18, early on, Adanis are not far behind. The latest acquisition which has garnered maximum attention is the indirect (read hostile) acquisition of 29.8% in NDTV by AMG Media Networks Limited (“AMG”), a wholly-owned subsidiary of Adani Enterprises Limited. The indirect acquisition also requires an open offer of 26% to be made, valued at INR 294 per share, aggregating to INR 493 crore.
IMPACT OF SEBI REGULATIONS:
Adani group, being the Acquirer along with the Persons Acting in Concert (“PAC”), is making an open offer for an additional 26% stake, as permitted by SEBI (Substantial Acquisition Of Shares and Takeovers) Regulations, 2011.
Regulation 8 also requires taking into account the following to arrive at the open offer price, among other factors –
- the volume-weighted average price paid or payable for acquisition by the Adani group or PAC during 52 weeks immediately preceding the public announcement
- the volume-weighted average market price of such shares for a period of 60 trading days immediately preceding the date of public announcement as traded on the stock exchange, where the maximum volume of trading in the shares of NDTV is recorded
HOW DID THE ADANI GROUP COME ABOUT THIS DEAL?
AMG’s wholly-owned subsidiary Vishvapradhan Commercial Private Limited (“VCPL”) held convertible warrants in exchange for a loan of INR 403.85 crore advanced in 2009-10, entitling them to a 99.99% stake on conversion in RRPR Holding Private Limited (“RRPR”), a promoter group company of NDTV.
RRPR holds a 29.18% stake in NDTV and is owned by its founder, Radhika and Prannoy Roy.
On August 23, 2022, the Adani group acquired VCPL and exercised the option to acquire 99.5% in RRPR, thereby gaining the controlling interest.
This conversion effectively requires the Roys to surrender their stake in RRPR. When AMG announced the takeover, it allowed only 48 hours to convert the warrants into equity shares.
The conversion was being stalled on account of a lack of consent from the founders, but the claim lacked any ground as the warrants were not subject to any conditionalities.
WHAT ARE THE ANTICIPATED CHALLENGES IN THE EXECUTION OF THIS DEAL?
- The Roys are banned from dealing in securities until November 2022 owing to a SEBI decision in a case of suspected insider trading. Parties now await clarification from SEBI on the claim that RRPR cannot convert the warrant into equity shares pursuant to the ban.
- RRPR requires approval from the Income Tax department as its stake in NDTV was attached as a part of the reassessment of taxes.
- I&B Ministry and TRAI approvals are required.
- A clause from the original loan agreement states that VCPL and affiliates cannot purchase shares of NDTV without the consent of other parties when such purchase increases their holding to more than 26%.
While the challenges are highlighted by NDTV and the Roys, experts claim to back Adani’s stance and suggest that these are only stalling tactics to delay the deal’s implementation.
The anticipated open offer has led the stock prices of NDTV to skyrocket, compared to the stable trading price over the years. NDTV is currently valued at more than 1.5 times the two big listed Hindi publishing groups – Dainik Bhaskar and Jagran.
JM Financial Ltd. announced the open offer to be launched on October 17, 2022, via an advertisement, aggregating to acquiring 16.7M shares of NDTV.
IMPACT ON THE MEDIA INDUSTRY
Adani already owns a minority stake in Quintillion Business Media Private Limited (“QBM”), a digital business news platform. Sanjay Pugalia, CEO of AMG Media Networks Ltd., emphasised how “public interest” would be served by the acquisition of NDTV by the Adani group. He also stated that Indian consumers and citizens would be “empowered” with “knowledge and information” provided by the Adani group’s channels.
The little-known fact is that VCPL was previously owned by the Ambani group, which was then sold to AMG, a subsidiary of the Adani group. This implies that Adani’s entry into the media industry wasn’t a surprise but a combined power move.
With the two most potent businessmen controlling popular media houses, it is crucial to see how the industry will shape up.
Will the journalist’s independence be affected, or will there be any concentration of media power? Will the calm, reasoned debates on NDTV channels now on be like those where panellists don’t support their ideology with substance? It’s a game-changer acquisition, but the impact on the common man is yet to be evaluated.
This is only for informational purposes. Nothing contained herein is, purports to be, or is intended as legal advice and you should seek legal advice before you act on any information or view expressed herein. Endeavoured to accurately reflect the subject matter of this alert, without any representation or warranty, express or implied, in any manner whatsoever in connection with the contents of this. This isn’t an attempt to solicit business in any manner.