Invesco Developing Markets Fund on Wednesday revealed that the Reliance group negotiated with the Zee group promoter family and Punit Goenka — MD and CEO of Zee Entertainment Enterprises Ltd (ZEEL) — for a takeover or merger deal for ZEEL, and admitted that its role “was to help facilitate that potential transaction and nothing more”.
“We wish to make clear that the potential transaction proposed by Reliance — the “strategic group” referenced by ZEEL but not disclosed in its October 12, 2021 communication — was negotiated by and between Reliance group and Goenka and others associated with Zee’s promoter family,” it said. “The role of Invesco, as Zee’s single largest shareholder, was to help facilitate that potential transaction and nothing more.”
ZEEL said on Tuesday that Invesco had pushed for the merger of ZEEL with a large Indian group (strategic group) as early as this February. However, Goenka said he rejected the deal citing “governance concerns”.
“We reject in full the assertions made by Zee in its release on October 12, 2021. We specifically note that the implication that we as a shareholder would seek out a transaction for Zee that is dilutive to the long-term interests of ordinary shareholders, including ourselves, simply defies logic,” Invesco said in a statement Wednesday.
Invesco claimed that it “made various sincere efforts over the last two years to bring Zee back to good health”. “Discussions around strategic alignments have been just one part of this effort. Zee’s October 12 disclosure is yet another tactic to delay an EGM that will give shareholders their right under Indian law to vote for a slate of independent trustees and pave the way for a healthier future for Zee,” the ZEEL investor said.
“The recent interest of Sony, as well as the previous interest of Reliance, should be a reminder to all Zee shareholders of the enormous value that lies in this company, much in contrast to its dismal performance under the current leadership and board over the last few years,” it added.
Invesco had last month sought an extraordinary general meetint (EGM) for the removal of Goenka and to appoint six directors. However, the ZEEL board then proposed a merger deal with Sony to counter the Invesco move.
RIL: Never resorted to hostile transactions
Reliance Industries (RIL) said Invesco assisted it in arranging discussions directly with ZEEL MD & CEO Punit Goenka in February-March. RIL said it made a broad proposal for merger, that included continuation of Goenka as MD and issue of ESOPs to management, including Goenka.
“However, differences arose between Goenka and Invesco with respect to a requirement of the founding family for increasing their stake by subscribing to preferential warrants,” it said. “The investors seemed to be of the view that the founders could always increase their stake through market purchases. At Reliance, we respect all founders and have never resorted to any hostile transactions. So, we did not proceed further.”