India：Videocon D2H to merge with Dish TV

Videocon D2H to Merge With Dish TV India Creating a Leading Cable and Satellite Distribution Platform in India

NEW DELHI — The Board of Directors of Dish TV (NSE: DISHTV) (‘Dish TV’) and Videocon d2h Limited (NASDAQ: VDTH) (‘Vd2h’) today approved a scheme of arrangement for the amalgamation of Vd2h into Dish TV (the ‘Scheme’) and the execution of definitive agreements in relation to such amalgamation (the ‘Proposed Transaction’).

Following the closing of the Proposed Transaction, the merged entity will be renamed as Dish TV Videocon Limited (‘Dish TV Videocon’). Pursuant to the Scheme, Dish TV Videocon shall issue 857.79[1] million shares as consideration for the Scheme and the Vd2h shareholders shall be allotted 2.02[1] new shares of Dish TV Videocon for every one share held in Vd2h (subject to certain adjustments as set out in the Scheme), which would result in Dish TV shareholders owning 1,066.86[1] million existing shares or 55.4% of Dish TV Videocon, and Vd2h shareholders owning 857.79[1] million new shares or 44.6% of Dish TV Videocon.

Dish TV Videocon will be led by Jawahar Lal Goel as Chairman and Managing Director, combining the strength of senior and operating management teams while offering further career growth opportunities for employees of the two merging companies. The Vd2h principals shall have the right to nominate two directors on the Dish TV Videocon Board, one of whom shall be Vice Chairman and the other, a Deputy Managing Director.

The Proposed Transaction is expected to create a leading cable and satellite distribution platform in India. Dish TV Videocon would serve 27.6 million net subscribers in India, as of September 30, 2016 on a pro forma basis, out of a total of 175 million TV households in India highlighting significant room for growth. The combined entity would have a revenue of Rs. 59,158 mn and EBITDA[2] of Rs. 18,262 mn on a pro forma basis for the fiscal year ended 31 March, 2016 positioning it as a leading media company in India. The Proposed Transaction is expected to provide better synergies and growth opportunities and enable Dish TV Videocon to provide differentiated and superior service to all customers through deeper after-sales, distribution and technology capabilities, and also become a more effective partner for TV content providers in India.

Jawahar Lal Goel, Chairman and Managing Director of Dish TV said, “We are pleased to announce this combination at a time when the cable and satellite industry in India is rapidly progressing on the path to digitization. This transaction, that brings together two powerhouse brands of the cable and satellite industry in India, will provide us with a gateway to harness growth opportunities in an ultra competitive multi player environment. This combine will enhance value for all stakeholders – consumers, government, employees and shareholders. Dish TV has been a pioneering and path-breaking company which has taken the pain and responsibility of establishing many new processes, like the electronic and digital payments system that were the business need of the initial years and went on to become the industry norm of a dynamic and throbbing Industry. Now, we take the next leap in our very exciting and exhilarating journey.”

Saurabh Dhoot, Executive Chairman of Vd2h said, “Since the commercial launch of Vd2h seven years ago, we have created a highly successful and high-growth DTH business with a solid foundation. We went public on the NASDAQ with a vision to take the company to the next level and emerge as a leading, innovative and highly profitable Indian media platform. Today, we are very excited about this strategic combination to create a solid platform with decisive and proven leadership at the front, leading Dish TV Videocon to create value for all stakeholders, our customers, employees, and shareholders.”

At the close of the Proposed Transaction, the current promoters of Dish TV shall continue as promoters of Dish TV Videocon. The Dish TV principals are also in discussion with the Vd2h principals to purchase some of the Vd2h principals’ shares in Dish TV Videocon post the amalgamation, details of which are likely to be finalized soon.

Upon closing of the Proposed Transaction, Dish TV Videocon shall continue to be listed on the National Stock Exchange of India and the BSE Limited in India and on the Luxembourg Stock Exchange in the form of GDRs. In the Scheme, holders of Vd2h ADRs will receive their new shares in the form of GDRs, unless they elect to receive and hold new shares directly.

The Proposed Transaction remains subject to approvals, including from the Securities and Exchange Board of India, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. The Proposed Transaction is expected to close in the second-half of 2017.

Morgan Stanley is acting as exclusive financial advisor to Dish TV and YES Securities (India) Limited is acting as lead financial advisor to Vd2h. The other advisors involved in the transaction are EY, SR Batliboi & Co. LLP, Luthra & Luthra Law Offices for Dish TV, and KPMG, Shardul Amarchand Mangaldas & Co., and Edelweiss Capital for Vd2h. Shearman & Sterling is acting as international legal advisor to both Dish TV and Vd2h in respect of the, US federal securities law and related aspects of the Proposed Transaction.

1. The fully diluted share count of Dish TV at 1,066,863,665 shares, which will lead to 857,785,766 shares of Dish TV Videocon being issued to Vd2h shareholders. Exchange ratio rounded off to two decimal places. One Vd2h ADS represents four equity shares of Vd2h.

2. Dish TV EBITDA are reported EBITDA figures, while Vd2h EBITDA are reported adjusted EBITDA figures; EBITDA is not a standardized term, hence direct comparison between companies using the same term may not be possible. Other companies may calculate EBITDA differently from Dish TV and Vd2h, limiting their usefulness as comparative measures