R E L I AN C E s AC Q U I S I T I O N O F N E T W O R K 1 8

Group 6

MACR

Aman (064) | Madhur {268) | Shubham (346) | Tara (351) | Tushar (354)

Agenda

RELIANCEs

ACQUISITION

OF

NETW ORK18

Page

Parties involved

Deal rationale

Valuations

Deal snapshot

Deal structure

Acquirer economics

Legal and tax considerations

Agenda

RELIANCEs

ACQUISITION

OF

NETW ORK18

Page

Parties involved

Deal rationale

Valuations

Deal snapshot

Deal structure

Acquirer economics

Legal and tax considerations

Deal structure
Network18 emerging voting capital1
IMT

Shinano

Holding
companies

4.95%

Public
shareholders

Promoter
entities

Holding
companies

21.95%

1.82%

Network18

Shinano
4.96%

Network18

OF
ACQUISITION
RELIANCEs

38.19%

3.96%
51.07%

Subsequent to the consummation of the transaction

Public
shareholders

71.25%

1.85%

NETW ORK18

TV18 emerging voting capital

under the SPA, IMT held 73.1% individually and 78.05%

with Shinano (a deemed PAC2)
Obligation to make an open offer for indirect acquisition
triggered under regulation 3 and 4 read with regulation 5
of the Takeover Code
RIL (on behalf of IMT) deposited 100% of the offer
amount into the Network18 escrow account 3
Open offer for 21.95% capital at INR 41.04 per share
against a previous day closing price of INR 45.15

TV18

Acquirers controlled 59.99% capital triggering an open

offer obligation under regulation 3 read with regulation 5

of the Takeover Code
Open offer for 26% public equity shares at INR 30.18
per share (aggregate of INR 1347.57 crore against a
previous day closing price of INR 34.95

Expected number of shares after closure of tendering period for the offer after considering all potential increase in the number of outstanding equity shares on account of
outstanding employee stock options, amounting to 1,047,317,526 equity shares; 2 Persons Acting in Concert (Shinano is effectively 100% owned by RIIHL); 3 Under
regulation 17 of the Takeover Code
1

Transaction consideration
Break-up of the transaction consideration (All figures in INR crore)

RELIANCEs

ACQUISITION

OF

NETW ORK18

Transaction
consideration

706.96

43.08

3,266.78

Acquisition of the equity shares of the

Towards 71.25% of the emerging voting

Holding Companies and RBHPL

capital of Network18 at a negotiated price

of INR 41.04 per equity share

3062.36

Convertible loans to Holding Companies

for repayment of outstanding liabilities

Towards 3.96% of TV18s outstanding

304.94

equity share capital at a negotiated price

of INR 30.18 per equity share

Convertible loans to RBHPL for repayment

of its outstanding liabilities

204.42

2076.34 cr from ZOCD issuance in NW18

2211.80

The premium per share over the 30-day volume WAMP ending
May 19, 2014 is the same for Network18 and TV18

rights issue and 135.46 cr in TV18 rights

issue

3,266.78
2