Movies
PVR gets shareholders approval for Inox merger
Mumbai: Multiplex operator PVR has received shareholders’ approval for its proposed merger with Inox Leisure. 99.9986 per cent voted in favour of the merger. It was defeated by a margin of 0.0014 per cent.
Inox, in a filing, said that a meeting with equity shareholders took place. The company sought approval for the proposed merger. The results of the vote are expected to be announced in the coming days.
The Inox said, “A meeting of the equity shareholders of the company was held on 12 October 2022 at 12 p.m. through video conferencing (VC)/other audio visual means (OA VM) as per the directions issued by the National Company Law Tribunal, Mumbai Bench, vide its order dated 22 August, 2022 and in compliance with the applicable provisions of the Companies Act, 2013 read with rules made thereunder, circular(s) issued by the ministry of corporate affairs and the Securities and Exchange Board of India, for transacting the business mentioned in the notice dated 10 September 2022 convening the said meeting (NCLT Convened Meeting). “
In March, the two companies announced plans for a merger. Inox had said the merger would bring together two of India’s best cinema brands to deliver an unparalleled consumer experience with a network of more than 1,500 screens.
Following the merger, Inox promoters will join the existing PVR promoters as co-promoters of the merged entity. According to the regulatory filing on 27, once the scheme is implemented, the board of directors of the merged company will be reconstituted with a total board strength of 10 members and equal representation on the board for both promoter families with two board seats each.
The company will be called PVR Inox, with the branding of existing screens to continue as PVR and Inox, respectively. Ajay Bijli will be the managing director and Sanjeev Kumar Bijli will be the executive director. Pavan Kumar Jain will be the non-executive chairman of the board.
Shareholders of Inox will get PVR shares in a pre-approved “swap” ratio of 3:10. Three equity shares of PVR can be swapped for 10 of Inox. Inox will have a 16.66 per cent stake and PVR will have a 10.62 per cent stake in PVR Inox.
Hollywood
Warner Bros rejects Paramount’s latest bid, gives seven-day deadline for revised offer
Studio seeks bid above $31 a share while backing Netflix merger
NEW YORK: Warner Bros Discovery has rejected Paramount Skydance’s latest hostile bid of $30 a share but granted the suitor seven days to submit a “best and final” offer, even as it reiterated its support for a merger with Netflix.
In a letter sent on Tuesday, Warner Bros said Paramount had informally floated a higher price of $31 a share, but the board did not consider the proposal reasonably likely to result in a superior transaction to its existing Netflix deal.
Paramount has until February 23 to improve its offer. Under the merger agreement, Netflix is entitled to match any competing bid, Warner Bros said.
“Our board has not determined that your proposal is reasonably likely to be superior to the Netflix merger,” chairman Samuel DiPiazza Jr and chief executive David Zaslav wrote to the Paramount board. “We remain fully committed to our transaction with Netflix.”
Paramount’s offer values Warner Bros at $108.4 billion, while Netflix has agreed to pay $27.75 a share, valuing Warner Bros’ studio and streaming assets at $82.7 billion. Warner Bros plans to spin off its Discovery Global cable networks: including CNN, TLC, Food Network and HGTV, into a separate listed company ahead of the merger vote scheduled for 20 March.
Warner Bros said it expects any acceptable Paramount bid to exceed $31 a share, noting that a Paramount adviser had suggested higher pricing was possible if talks reopened.
Shares of Paramount rose 6 per cent, while Warner Bros Discovery gained 2.3 per cent. Netflix shares fell 1.4 per cent.
The move marks a shift after months of resistance. Paramount has said Warner Bros previously failed to engage meaningfully on six approaches before announcing its Netflix deal in December. A revised Paramount proposal in January, backed by a $40 billion personal equity guarantee from Larry Ellison, father of Paramount chief executive David Ellison, was also rejected.
Warner Bros now faces growing pressure from activist investor Ancora Holdings, who opposes the Netflix transaction. Paramount has separately sought board representation, with Pentwater Capital backing its bid.
The deal is expected to face regulatory scrutiny over competition concerns, with Paramount and Netflix engaging with authorities including the US Department of Justice.
