Deal Street

May 15, 2017

Videocon D2H Merge With Dish TV

Videocon D2H, Dish TV

Shardul Amarchand Mangaldas & Co acted as the Legal Counsel to Videocon d2h Limited (VDL) in the transaction involving merger ofVideocon d2h Limited into Dish TV India Limited (DTIL).

It is the first consolidation in the direct-to-home broadcasting sector resulting in one of the largest direct-to-home cable operators in India. This deal represents one of the few examples of an amalgamation of an entity with a competitor.

The General Corporate Team and Competition Law Practices of Shardul Amarchand Mangaldas advised Videocon d2H on all aspects of the transaction

The M&A team was led by Gunjan Shah, Partner; and included Arjun Ghose, Partner; Shruti Kanodia, Partner; Manjari Tyagi, Partner; Anuj Trivedi, Principal Associate; Mukul Aggarwal, Senior Associate; Aditya Kumar, Associate; and Shivankar Sharma, Associate.

The Competition Law team was led by Shweta Shroff Chopra, Partner, and Aparna Mehra, Partner, and included Rohan Arora, Principal Consultant; Toshit Shandilya, Associate and Neetu Ahlawat, Associate.

DTIL’s equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited while VDL’s American depositary shares (ADS) are listed on the NASDAQ Stock Market. The transaction involves a delisting and deregistration of VDL’s ADS from the NASDAQ Stock Market and issuance of listed GDRs by DTIL to such ADS holders (unless they elect to receive equity shares of DTIL instead).

SAM & Co’s Competition Law team provided Videocon d2h legal and strategic advice in relation to preparing and filing a joint Notification Form II and all related submissions with the Competition Commission of India (CCI) along with DTIL. The transaction is noteworthy as this was the first time the CCI has assessed a merger in the DTH sector and the proposed combination would result in creation of a largest DTH service provider in India. The CCI examined various aspects relating to the scope of the relevant product market and third party comments on the transaction.

The CCI cleared the Proposed Combination in Phase I of its review process.

Other advisors to the transaction were Luthra & Luthra Law Offices acted for DTIL. Shearman and Sterling acted as international counsels for both VDL and DTIL.

The deal was signed on November 11, 2016. The closure of the deal is not ascertainable as the proposed transaction is subject to approvals, including from the Securities and Exchange Board of India, the Hon’ble High Court of Mumbai and the Ministry of Information and Broadcasting.

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