Disney wants full control of UTV, proposes delisting

[Bapun]

MUMBAI: The Walt Disney Company, a majority shareholder, wants to take full control and delist UTV Software Communications with a buyback proposal from the public shareholders and the founder-promoters. The Walt Disney Company (Southest Asia) Pte. Limited, is making an offer at a maximum price of Rs 1000 per share. Disney holds 20.497 million shares, or 50.44 per cent, of UTV Software Communications. Ronnie Screwvala, Unilazer Exports and Management Consultants Limited, Unilazer (Hong Kong) Limited and Zarina Mehta are the other promoters, cumulatively holding at present 8.053 million shares, or 19.82 per cent, of the company. The aggregate promoter holding in UTV Software Communications amounts to 70.26 per cent. UTV is currently listed in Bombay Stock Exchange and the National Stock Exchange of India. Indiantelevision.com had earlier reported in June that Disney was planning to buy out UTV. Though offering a ceiling price of Rs 1000 per share, Disney has also stated that "a ceiling or maximum price for the purposes of the reverse book building process under the Delisting Regulations, and the Public Shareholders are free to tender their equity shares at any price higher than the "floor price" calculate as per the Delisting Regulations; or a commitment by the Acquirer to acquire all or any equity shares tendered in the Delisting Offer if the discovered price arrived at under the Delisting Regulations ("Discovered Price") is equal to or less than Rs 1000; or a commitment by the Acquirer that the Acquirer will acquire equity shares of the Company at a price of Rs 1000 per equity share despite the Discovered Price being less than Rs 1000 per share; or a restriction on the board of directors of the Acquirer to subsequently approve an acquisition of shares from the Public Shareholders at a price in excess of Rs 1000 per equity share. Disney said Tuesday if for any reason the Delisting Offer is not successful, it shall evaluate all potential strategies and opportunities in relation to its investment in UTV. UTV has received a letter dated 25 July 2011 ("Consent Letter") from the RS Promoters consenting to (i) the Delisting Proposal; (ii) aggregating all shares owned by the persons comprising RS Promoters with the equity shares owned by the Acquirer for purposes of determining whether the Delisting Offer is successful under the Delisting Regulations; and (iii) not participating in the Delisting Offer or otherwise, directly or indirectly, influencing the price discovery under the Delisting Regulations. Disney and the RS Promoters have also informed UTV that pursuant to and subject to certain conditions set forth in an agreement dated 25 July 2011 ("SPA"), in the event the Delisting Offer is successful, the acquirer would acquire from the RS Promoters, 8,053,480 equity shares representing 19.82 per cent of the current paid up equity share capital of the Company at the same price as discovered pursuant to the Delisting Offer. Disney and the RS Promoters have also informed that upon completion of the transactions contemplated in the SPA, Ronnie Screwvala shall cease to be an employee of the company and instead be employed by The Walt Disney Company (India) Pvt. Limited, which is a part of the Disney Group, as the Managing Director of TWDC India. Screwvala shall be responsible for overseeing the Indian businesses of the companies owned and managed by the Disney Group, including, among others, the business of the company, going forward. Ronnie Screwvala and TWDC India shall enter into an employment agreement in this regard.



Indiantelevision.com