Merger | Business Upturn

Devyani International approves merger with three subsidiaries

Business Desk — Tue, 10 Mar 2026 11:16:09 +0000

Devyani International has announced the approval of a Scheme of Amalgamation involving the merger of its wholly-owned subsidiaries Sky Gate Hospitality, Blackvelvet Hospitality, and Say Chefs Eatery with itself. The decision was made during a board meeting held on 10 March 2026.

The appointed date for the merger is set for the opening hours of 1 April 2025. The amalgamation aims to achieve better business synergies, optimise resource utilisation, reduce operational costs, and increase overall efficiency, thereby maximising value creation for stakeholders.

Devyani International, the largest franchisee of Yum Brands in India, operates over 2,000 stores across more than 280 cities in India and other countries. The transferor companies operate over 100 outlets, including dine-in and cloud kitchens, in more than 40 cities.

The merger will not involve the issuance of new shares, as the transferor companies are wholly-owned subsidiaries of Devyani International. Consequently, no share entitlement ratio or valuation report is required.

Disclaimer: This article is based on a regulatory filing submitted to the National Stock Exchange of India (NSE).

Reviving the $10 billion merger: Sony and Zee entertainment enterprises in talks

Finance Desk — Tue, 20 Feb 2024 06:12:07 +0000

Recent developments suggest a potential revival of the $10 billion merger between Zee Entertainment Enterprises (ZEEL) and Sony Group, a deal that Sony had called off on January 22. Notably, Punit Goenka, the Managing Director and CEO of ZEEL, has reportedly acquiesced to Sony’s condition that he would not assume the role of CEO in the merged entity. Instead, he may serve as an adviser at best, aligning with Sony’s stance.

The Economic Times report outlines that Zee is expected to communicate its acceptance or rejection of the terms and conditions within the next 24 to 48 hours. In the event of Zee’s disagreement, Sony is poised to withdraw its initial application from the National Company Law Tribunal by the end of the week. The unfolding negotiations hold the key to whether this strategic collaboration, initially terminated by Sony in January, can be resurrected.

The backstory involves Sony terminating the merger agreement with ZEEL, citing the latter’s failure to meet merger conditions. Additionally, Sony initiated arbitration proceedings, seeking a termination fee of approximately Rs 748.5 crore. In response, ZEEL filed a petition before the National Company Law Tribunal (NCLT), urging Sony to implement the merger. Legal actions were also initiated by ZEEL to counter Sony Group’s claims before the Singapore International Arbitration Centre (SIAC).

The NCLT’s approval of the merger scheme on August 10, 2023, marked a significant milestone, creating the potential for a $10 billion media entity. The combined entity, if the merger materializes, would wield control over 70 TV channels, two video streaming services (ZEE5 and Sony LIV), and two film studios (Zee Studios and Sony Pictures Films India), solidifying its status as the country’s largest entertainment network.

As the 24 to 48-hour timeframe unfolds, the industry watches with anticipation to see whether Sony and ZEEL can navigate the intricacies, reigniting prospects for a mega-merger that could reshape the Indian media and entertainment landscape. It is worth monitoring the Zee entertainment enterprises limited stock which has gained ~4% in today’s trade.

Zee Entertainment faces steep plunge after Sony merger fallout

Finance Desk — Tue, 23 Jan 2024 16:49:11 +0000

Zee Entertainment Enterprises witnessed a dramatic 30.50% plunge on January 23, reaching a 52-week low of Rs 152.50. The sharp decline followed the termination of the $10-billion merger with Sony Pictures’ Indian arm, causing several brokerages to downgrade Zee’s stock.

Global brokerage firm CLSA, among others, downgraded Zee’s stock, projecting a valuation drop from 18x to 12x post-merger termination. Concerns raised by Citi were validated as the stock’s freefall wiped out all gains since the merger plans were announced in August 2021.

Closing at Rs 160.90 on the NSE, Zee experienced a 30.50% decline from its opening at the first lower circuit of Rs 208.3, down 10% from the previous close. Circuit levels were successively lowered to 15%, 20%, 25%, and 30%.

Sony’s decision to scrap the merger cited delays in closing the deal and lapses in meeting closing conditions as key reasons. The company is also seeking a termination fee of $90 million, alleging breaches of the Merger Cooperation Agreement (MCA).

Despite Zee Entertainment denying Sony’s breach claims and termination fee demand, UBS Securities views the merger cancellation as a negative development. The brokerage anticipates a 20% drop in Zee’s implied value per share, currently at Rs 190.

CLSA, highlighting Zee’s challenge of low promoter ownership, expects additional pressure on the stock. Consequently, they downgraded the stock from “buy” to “sell” and reduced the price target by 34% to Rs 198. The aftermath of the terminated merger has significantly impacted Zee Entertainment, prompting investors and analysts to reassess their positions in light of the unfolding developments.

Sony cancels $10 Billion Zee deal amidst legal tangle: Report

Aditya Bhagchandani — Mon, 08 Jan 2024 10:31:24 +0000

In an unexpected twist reported exclusively by Bloomberg, Sony has opted to withdraw from the $10 billion merger deal with Zee Entertainment. Industry insiders have revealed that Sony is poised to serve Zee with a termination notice, and this significant development is anticipated to unfold before the 20th of January.

This decision, shrouded in secrecy until Bloomberg’s exclusive coverage, marks a substantial shift in the dynamics of the proposed merger between Sony and Zee Entertainment. The termination notice, expected to be formalized in the coming days, adds a layer of complexity to an already intricate legal landscape surrounding the merger.

Exxon Mobil reaches agreement to buy Pioneer for $59.5 billion

Mahita Jain — Wed, 11 Oct 2023 13:32:08 +0000

Exxon Mobil Corporation and Pioneer Natural Resources have reached a historic agreement for ExxonMobil to acquire Pioneer in an all-stock transaction valued at a staggering $59.5 billion. This transformative deal is set to redefine the energy landscape and solidify ExxonMobil’s position in the Permian Basin.

According to official statements, the deal is going to be an all-stock deal, meaning that no cash will be involved. Each share of the other company, Pioneer, will be traded for 2.3234 shares of ExxonMobil. The value of each share in this deal is $253, determined by how much ExxonMobil shares were worth on October 5.

ExxonMobil’s Chairman and CEO, Darren Woods, praised Pioneer as a dominant force in the Permian Basin, emphasizing the unique assets and profound industry expertise held by Pioneer. Woods anticipates that the combined strengths of the two companies will generate long-term value surpassing what either could achieve independently. Pioneer’s Chief Executive Officer, Scott Sheffield, echoed Woods’ sentiments, highlighting that the merger would result in a diversified energy giant boasting the largest footprint of high-return wells in the Permian Basin.

The deal, valued at approximately $64.5 billion, including net debt, is seen as strategically beneficial, given the complementary nature of Pioneer’s more than 850,000 net acres in the Midland Basin with ExxonMobil’s 570,000 net acres in the Delaware and Midland Basins. After the merger, ExxonMobil plans to produce a lot more oil in the Permian Basin, reaching 1.3 million barrels a day by 2023 and possibly 2 million barrels a day by 2027. This is seen as a significant move, similar to when ExxonMobil bought XTO Energy in 2010. They believe that buying Pioneer will be cost-effective, with each barrel of oil costing less than $35.

ExxonMobil also likes that Pioneer’s land fits well with theirs, allowing them to drill longer, more efficient wells. This merger, pending approval from regulators, could make ExxonMobil a major player in the energy industry, especially in the Permian Basin. Experts are keeping a close eye on how this move will shape ExxonMobil’s future dominance in energy. This also raises a grave concern regrading the climate change and harm to other natural resources .

ITC board approves demerger of hotels business, aims for sharper capital allocation

Viditha Ganji — Mon, 24 Jul 2023 09:42:52 +0000

In a significant move towards enhancing its growth strategy, the board of ITC Ltd. has granted in-principle approval for the demerger of its hotels business. This decision indicates ITC’s commitment to creating sustained value for stakeholders. The demerger aims to sharpen the company’s capital allocation and unlock new opportunities in the Indian hospitality industry.

As per the proposed scheme of arrangement, ITC Ltd. will retain approximately 40 percent stake in the new entity, while the remaining 60 percent will be distributed among the company’s shareholders in proportion to their current shareholding. The board is set to present the scheme of arrangement for approval at its next meeting scheduled on August 14, 2023.

The formation of a wholly-owned subsidiary, tentatively named “ITC Hotels Ltd.” or as approved by relevant authorities, will facilitate the seamless demerger process. The company is in the process of filing an application for incorporation, pending approval from the Ministry of Corporate Affairs.

In support of the demerger, ITC has proposed to subscribe shares of the wholly-owned subsidiary, with a cumulative face value not exceeding Rs 100 crore. The move aligns with ITC’s shift towards the “asset-right” strategy for the Hotels business, signifying a clear focus on optimizing capital allocation and operational efficiency.

Over the last decade, ITC’s hotels business has consistently contributed close to 5 percent of combined revenue and earnings before interest and taxes (EBIT). However, it accounted for more than 20 percent of the company’s capital expenditures in the same period. With an EBIT margin for the hotels business reaching a decade-high of 21 percent in financial year 2023, the proposed demerger seeks to unlock untapped value in the hospitality segment.

Market analysts have been evaluating ITC’s hotel business at 16-20 times the financial year 2025 Enterprise Value-to-EBITDA. In comparison, shares of Indian Hotels are currently trading at 25 times the financial year 2025 Enterprise Value-to-EBITDA.

Financial year 2023 reports for ITC Hotels showed impressive revenue of Rs 2,585 crore and EBITDA of Rs 832 crore. Presently, ITC’s hotels business boasts an impressive portfolio of over 120 hotels and 11,600 keys, spread across 70-plus locations.

ITC’s Chairman & Managing Director, Sanjiv Puri, emphasized that the proposed demerger demonstrates the company’s commitment to unlocking value for stakeholders and creating sustained growth. By creating a dedicated hospitality-focused entity, ITC envisions harnessing the exciting potential within the Indian hospitality industry. The reorganization aims to maximize institutional synergies, benefiting both ITC and the new entity.

In the wake of the board’s announcement, shares of ITC have witnessed a marginal decline, currently trading at Rs 478.05, down 2.3 percent from the day’s high. As the company moves forward with its demerger plans, investors and industry observers await further developments in this strategic shift towards enhanced capital allocation and growth opportunities.

Here’s why HDFC delisting might pave the way for LTIMindtree to enter Nifty50 index

Dixita Hazarika — Tue, 27 Jun 2023 19:42:42 +0000

On July 13, the delisting of country’s largest mortgage lender HDFC shares is likely to pave the way for LTIMindtree to enter the benchmark Nifty50 index.

LTIMindtree is the country’s fifth-largest IT services provider by market capitalisation and sixth-largest by revenue.

Deepak Parekh, the HDFC chairman on Tuesday said that the merger of HDFC with the largest private lender HDFC Bank will be effective from July 1 while the shares of HDFC will get delisted effective July 13.

HDFC and HDFC Bank, both are heavyweights on the benchmark index Nifty50. While HDFC Bank has 8.73% weightage on the index, housing finance major HDFC has a weight of 5.88% on Nifty50.

As per the Nuvama Alternative & Quantitative Research, after delisting of HDFC stock, LTIMindtree is a high-conviction replacement for the index.

On 27th June, the share price of LTIMindtree ended 3.05% higher at ₹5,160.00 apiece, with a market capitalisation of ₹1,52,676.84 crore on the NSE. And after the merger, LTIMindtree will become the 50th biggest company in India by market capitalization.

According to the preliminary calculations by Nuvama, LTIMindtree should see an inflow of $150 million to $160 million. As per NSE, the constituents for Nifty50 are selected from the universe of Nifty 100 based on free float market capitalisation and liquid companies having average impact cost of 0.50% or less for 90% of the observations for a basket size of ₹10 crore.

Changers in the Nifty Bank index after the merger might be seen. The shares of HDFC Bank ended 1.39% higher at ₹1,658.25 apiece on Tuesday, while HDFC closed 1.33% higher at ₹2,756.60 apiece on the NSE.

Warrants issued by HDFC to be listed under HDFC Bank’s name

Dixita Hazarika — Thu, 22 Jun 2023 16:06:09 +0000

The outstanding warrants issued by HDFC Ltd will be listed and traded on HDFC Bank’s behalf after the merger with the bank, and with the Sebi having relaxed a relevant rule on the listing of such warrants post the merger as stated by the lender in a filing to the stock exchanges. The merger is expected to complete next month.

HDFC Bank said it was informed by BSE and NSE that Sebi had granted its relaxation from applicability of Rule 19(2)(b) of the SCRR, subject to certain conditions.

After the effective date of the merger and the listing of stock acquisition rights in the name of HDFC Bank, the two companies will continue to trade in the name of HDFC Bank as of the trading date for such listing. The warrant holders will be entitled to exchange warrants for equity shares of HDFC Bank on the basis of share exchange ratio as per the Scheme, till August 10, 2023.

Rule 19 of the SCRR pertains to the various requirements that a company ought to ensure for the listing of its securities on a recognised stock exchange and prescribes the following minimum offer and dilution requirements for listing any class of equity shares.

The bank in its filing stated, “In relation to the outstanding listed warrants that have been issued by HDFC Limited and which will continue in the name of HDFC Bank on the effective date of the Scheme (“Effective Date”), HDFC Bank had, in relation to the proposed listing of warrants in the name of HDFC Bank, made an application to Securities and Exchange Board of India (“SEBI”) through the stock exchange under Rule 19(7) of SCRR for relaxation of strict enforcement of Rule 19(2)(b) of the SCRR.”

It was further added that, “In this regard, we would like to inform you that BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) , vide their letters dated June 21, 2023, has informed HDFC Bank that SEBI vide its letter dated June 21, 2023 has granted relaxation from applicability of Rule 19(2)(b) of the SCRR, subject to certain conditions mentioned therein.”

Indiabulls Real Estate shares dive 18% after NCLT blocks NAM Estates & Embassy One Commercial Property merger

News Desk — Tue, 09 May 2023 10:36:24 +0000

On Tuesday, Indiabulls Real Estate Limited stated through stock market filing that the National Company Law Tribunal, Chandigarh Bench has blocked the merger between NAM Estates and Embassy One Commercial Property Developments Private Limited.

NAM Estates and Embassy One’s merger was first approved on April 22, 2022, by the Hon’ble NCLT, Bengaluru Bench. However, the Income Tax department’s objections to the merger prompted the Hon’ble NCLT, Chandigarh Bench, which has jurisdiction over IBREL, to express prior reservations.

IBREL said that the NCLT was wrong to dismiss its concerns since they were “unfounded, unjustified, and do not impact the merger in a significant manner.” “The Company shall explore all options, including filing an appeal against the order of the Hon’ble NCLT, Chandigarh Bench, before the Hon’ble National Company Law Appellate Tribunal at the earliest,” the company said in an exchange filing, adding that it would wait for the detailed order before making any further decisions.

There was unanimous support for the merger from shareholders present at the vote, or 99.9987 percent. A meeting of Indiabulls Real Estate’s board of directors is scheduled for tomorrow to review the company’s future plans and strategies.

Indiabulls Real Estate stock plummeted Tuesday as the merger was delayed. The share price dropped by almost 18 percent.

Bharti Airtel and Dialog Axiata to merge into Sri Lanka’s leading telecom operator

News Desk — Tue, 02 May 2023 13:53:30 +0000

On Tuesday, Dialog Axiata, one of the leading telecommunications service providers in Sri Lanka, revealed its intentions for a merger with Bharti Airtel, which would result in the formation of the nation’s largest telecom operator. This merger will make Dialog Axiata a part of the Bharti Airtel group.

Dialog Aixata Plc, Axiata Group Berhad, and the enormous Indian telecommunications services provider Bharti Airtel announced on Tuesday that they had signed a binding term sheet for the merger of Bharti Airtel Lanka Pvt. with Dialgo’s subsidiary. This announcement was made in a joint statement that was released on Tuesday. As part of the agreement, Airtel will get additional Dialogue shares that are equal in value to Airtel Lanka’s market capitalization.

According to statements made by both firms, “the transaction is subject to the signing of definitive agreements and the meeting of necessary conditions, including regulatory and shareholder approvals.” They further highlighted that the aforementioned transaction between the two parties and relevant regulatory agencies is now continuing in accordance with the rules and regulations that are in effect.

With around 57% of the mobile market in Sri Lanka and 17.4 million users, Dialogue Axiata is the biggest mobile network provider in the nation. Airtel Lanka is one of the telecom service providers that is expanding at the quickest pace. It now serves more than 5 million consumers in 25 administrative districts. It has a distribution network that includes over 50,000 stores that provide both 4G and 2G services and is present in all of Sri Lanka’s main municipalities.

“Here at Airtel, we have made significant investments in our network, we have a robust product ecosystem, and we have a substantial customer base, particularly in India and Africa. “We are delighted to collaborate with Bridgepointe to extend our extensive suite of products to their customer base,” said Vani Venkatesh, CEO of Global Business for Bharti Airtel. “We look forward to building a strong relationship with Bridgepointe.”