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Updated: Disney Looks To Buy UTV, Delist At Rs 1000 Per Share; $272.38M

Update: There have been reports, such as this one in The Economic Times, that Disney is looking to buy the remainder of UTVs stake for Rs 2000 crore. MediaNama readers should keep in mind the following:

– The price of Rs 1000 is for Public Shareholding only.
– Disney has not disclosed how much it is willing to pay for the 19.82% held by RS Promoters.
– Rs 1000 is what Disney views as an attractive price for the Public shareholding, but says that this is neither the maximum price, nor is it an offer to acquire the complete shareholding.

Read the filing here.

July 26th, 9:20 AM: It was inevitable. Disney, through its group company The Walt Disney Company (Southeast Asia) is looking to take Indian media conglomerate UTV Software private by acquiring publicly held shares in the open market at a maximum of Rs 1000 per share, and delisting the company.

Disney currently holds 20,497,994 equity shares of UTV, constituting 50.44% of the current paid up capital of the company. UTV owns businesses in films (UTV Motion Pictures), broadcasting (UTV Movies, Bindass, UTV Action, and UTV World Movies), Gaming (True Games, Ignition Entertainment and Indiagames) and Web and Mobile (UTV Interactive). Note that Bloomberg UTV is not owned by UTV Software, but by the promoter group, and is subject to India’s 26% foreign direct investment limit in news media.

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If the delisting of UTV Software is successful, Disney will look to acquire the remaining 19.82% shares currently held by UTVs promoter group (RS Promoters) – Ronnie Screwvala, Unilazer Exports and Management Consultants, Unilazer (Hong Kong) and Zarina Mehta – who hold 8053480 shares, constituting 19.82% of the current paid up equity capital of the company. This means that 29.74% shares are held publicly. Here’s how the calculations work out:

Disney: 20,497,994 shares, 50.44% of total
RS Promoters: 8,053,480 shares, 19.82% of total
Total Promoter holding (Disney + RS Promoters): 28,551,474 shares, 70.26% of total
Remaining shares: 12085409 shares, 29.74% of total

Delisting Cost at Rs 1000/Share: Rs. 1208.54 crore (approximately $272.38 Million)

Note that the delisting offer has not yet been made, and according to the filing, even though it will be made at not more than Rs 1000 per share, this is not a maximum price, nor is it a commitment to acquire all the shares at that price.

Subject to certain conditions in an agreement dated July 25th 2011, Disney would also acquire the 19.82% shares currently held by UTV Software, if the delisting offer is successful.

Following this, Ronnie Screwvala move to The Walt Disney Company India as its Managing Director.

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Update: We’ve deleted a comment left below by someone impersonating former UTV New Media CEO TN Prabhu. Prabhu has confirmed to MediaNama that the comment was not left by him. Please avoid impersonation or libelous comments.

Written By

Founder @ MediaNama. TED Fellow. Asia21 Fellow @ Asia Society. Co-founder SaveTheInternet.in and Internet Freedom Foundation. Advisory board @ CyberBRICS

MediaNama’s mission is to help build a digital ecosystem which is open, fair, global and competitive.



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