After CCI, NCLT Greenlights $8.5 Bn Reliance-Disney India Merger

After Competition Commission of India (CCI), the National Company Law Tribunal (NCLT) also greenlit the merger deal between Reliance-owned Viacom18 and Disney India on Friday (August 30).

“From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy… Since all the requisite statutory compliances have been fulfilled, the said company scheme petition is made absolute in terms of the prayer clauses 28 (a) to (g) thereof…,” read the order of the Mumbai bench of the NCLT. 

The bench, comprising member (technical) Anu Jagmohan Singh and member (judicial) Kishore Vemulapalli, directed the petitioners – Viacom 18 Media, Digital18 Media and Star India – to file a copy of the NCLT order as well as a copy of the merger scheme with the Registrar of Companies (RoC) within 30 days. 

The development came just two days after the competition watchdog accorded its approval to the mega $8.5 Bn merger of Reliance’s media operations and Disney India.

With this, the company appears to be well on track to complete the transaction by the end of financial year 2024-25 (FY25).

In February this year, Reliance Industries Ltd (RIL), Viacom 18 and The Walt Disney Company signed binding agreements to set up a joint venture (JV) that will combine the media operations of the entities. 

The deal valued the consolidated entity at a whopping $8.5 Bn on a post-money basis. Once the transaction goes through, RIL will control the joint venture and will own 56% of the JV through its multiple entities. Disney will have a 37% stake in the joint venture, while Bodhi Tree will own the remaining 7%. 

The transaction will create India’s biggest media empire spanning TV channels as well two of India’s biggest streaming platforms – JioCinema and Disney+ Hotstar. The combined entity will house more than 120 television channels and will reportedly garner a user base of more than 750 Mn.

RIL chairman Mukesh Ambani’s wife and Reliance Foundation chairperson Nita Ambani will helm the joint venture, while Uday Shankar will be the merged entity’s vice-chairperson.

In a bid to get the necessary approvals for the merger, RIL and Walt Disney have reportedly been offering a slew of rebates, including proposals to offload some news channels. Earlier this month, the two parties reportedly also proposed a two-year freeze on advertising rate cards to secure the CCI’s approval for their merger. 

With NCLT’s approval in its kitty, both Reliance and Star India will now approach other regulatory bodies to approve the merger deal.