Viacom18 - Star India deal: NCLT admits merger scheme

The merger scheme between Reliance Industries Limited’s (RIL) Viacom18, its wholly owned subsidiary Digital18 and The Walt Disney Company’s Star India has been admitted by the Mumbai bench of the National Company Law Tribunal (NCLT). In an order passed on May 7, Viacom18, as part of internal restructuring, has proposed to transfer the various businesses conducted by it into its wholly-owned subsidiary, namely Digital18. Viacom18 proposed to be the holding company for the various businesses.

“This restructuring is with a view to bring operational efficiencies and facilitate future growth and diversification of respective businesses including facilitation of business segment specific strategic partnerships or investments for businesses like sports, general entertainment, digital content streaming, etc,” the order stated.

It added, “The Scheme is being proposed for (i) Viacom18 to remain the holding company of the media operations of RIL group by transferring the Media Operations Undertaking and JioCinema Undertaking to Digital18; and (ii) combining V18 Undertaking with the business of Star India.”

The combination will result in cost reduction due to synergies, thus creating value for shareholders of Viacom18, RIL group and Disney group, said the order.

The merger of Star India with Reliance Industries is expected to be closed by the first half of 2025, The Walt Disney Company said in a regulatory filing on May 9.

The company said, “The Star India transaction is expected to close in the first half of calendar year 2025, subject to customary closing traditions, including regulatory approvals and government consents. If closing has not occurred by February 28, 2026, Star India or RIL may terminate the transaction.”

The joint venture, which will see the businesses of Viacom18 and Star India being combined, will have a license to more than 30,000 Disney content assets, and will be granted the exclusive right to distribute Disney films and production in India.

The JV will be one of the leading TV and digital streaming platforms for entertainment and sports content in India, bringing together iconic media assets across entertainment (e.g. Colors, StarPlus, StarGOLD) and sports (e.g. Star Sports and Sports18) including access to highly anticipated events across television and digital platforms through JioCinema and Hotstar. The JV will have over 750 million viewers across India and will also cater to the Indian diaspora across the world.

The JV will seek to lead the digital transformation of the media and entertainment industry in India and offer consumers high-quality and comprehensive content offerings anytime and anywhere. The combination of the media expertise, cutting-edge technology and diverse content libraries of Viacom18 and Star India will allow the JV to offer more appealing domestic and global entertainment content and sports live streaming services, while delivering an innovative and convenient digital entertainment experience at affordable prices. With the addition of Disney’s acclaimed films and shows to Viacom18’s renowned productions and sports offerings, the JV will offer a compelling, accessible and novel digital-focused entertainment experience to people in India and the Indian diaspora globally.