Zee-Sony Merger: NCLT in spotlight as SIAC denies emergency relief

The focus has shifted to the National Company Law Tribunal (NCLT), with the fate of the Zee-Sony merger saga hanging in the balance of the tribunal's forthcoming decisions.The Singapore International Arbitration Centre (SIAC) has denied emergency interim relief sought by Culver Max and Bangla Entertainment (BEPL).

“All eyes are now on NCLT now and it is to be seen what requests of the media giant are acceded to by NCLT,” said Pranav Vyas, Partner, DSK Legal who is also a white collar crime and international commercial arbitration expert.

“SIAC has determined that its emergency arbitrator has no jurisdiction or authority to injunct the company from approaching the NCLT to implement the merger scheme since these are matters which fall within the statutory system and are for the NCLT to decide,” Vyas added.

Culver Max and Bangla Entertainment terminated their merger agreement with Zee on January 22 due to unfulfilled conditions and are seeking $90 million in termination fees.

Sony Group companies had requested SIAC to prevent Zee from seeking legal remedies from the NCLT or Indian or international courts until the arbitration proceedings are completed.

“It is informed that Zee's application is expected to be taken up by the NCLT Mumbai bench in the second week of February. The division bench of the tribunal on January 30 adjourned the hearing in Mad Man Film's matter to March 12 while allowing the Sony Group companies three weeks to file their reply,” Vyas said,

NCLT has been requested by Zee to direct Sony Group companies Culver Max and Bangla Entertainment to execute the composite scheme of arrangement with Zee and maintain the status quo concerning the merger scheme.

Furthermore, Zee has also asked the tribunal to prevent Sony Group-owned firms from adopting any further steps that could jeopardise the execution of the scheme.

According to legal experts, Zee has also requested NCLT to appoint a committee consisting of two directors each from Zee and Sony companies to oversee the execution of the composite scheme of arrangement.

A statement from Sony Pictures Entertainment however said that the company remains resolute in pursuing arbitration in Singapore.

“We are disappointed in the decision by the Singapore International Arbitration Centre (SIAC). This decision is only a procedural one, ruling only as to whether Zee Entertainment would be permitted to pursue its application with the NCLT. We will continue to vigorously arbitrate the matter in Singapore in front of a full SIAC tribunal and pursue SPNI’s right to terminate the merger agreement and seek a termination fee and other remedies. We remain confident in the merits of our position in both Singapore and India,” the statement said.