Hostile takeover? Adani Group acquires 29.18% stake in media giant NDTV, launches open offer for 26% more

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Adani Group,Gautam Adani’s Indian multinational conglomerate, seems to be bulldozing its way into India’s highly controversial media industry with the acquisition of a stake in leading Indian news media company NDTV on Tuesday. NDTV, which is one of the rare major media outlets presenting a govt.-opposing view in the country, operates three national news channels – NDTV 24×7, NDTV India and NDTV Profit – and has a prominent presence in the digital news space.

Adani’s media arm acquired a stake of 29.18% in the television major and announced that it will be launching an open offer to acquire another 26% stake in the media group, as required by the Securities and Exchange Board of India (SEBI).

The acquisition of the stake was made through Vishvapradhan Commercial Pvt Ltd (VCPL), which is a wholly-owned subsidiary of Adani Group’s media arm – AMG Media Network Ltd (AMNL). VCPL, which owned convertible debentures in NDTV’s promoter group company RRPR Holding Private Limited, exercised its right to acquire 99.5% of the equity shares of RRPR Holding. It had acquired these debentures in 2009-10 in return for a loan amounting to ₹404 crores.

Since RRPL owns 29.18% of NDTV, the acquisition of the company gives Adani a foot into – and majority control of – the broadcast and digital news major. Sanjay Pugalia, CEO, AMNL, said that this “acquisition is a significant milestone” in the company’s goal to “pave the path of new age media across platforms.”

This is the latest venture made by Adani Group’s media arm into the media industry – it had in June picked up a stake of 49% in Quintillion Business Media Pvt. Ltd., the parent entity of BloombergQuint. Incidentally, both Quint and NDTV have been known to have editorial content that has been critical of current Modi government’s policies. Adani on the other hand, has a long-nurtured friendship with the PM and his allies.

Once Adani Group acquired the stake of 29.18% in NDTV (although indirectly), it is required to abide by India’s securities law. The same states that any entity that acquires more than 25% of the equity in a publicly traded company must launch an open offer to acquire an additional stake of 26% from public shareholders.

Based on Sebi’s takeover guidelines, the open offer was announced at ₹294 per share, which represents a 28% discount to NDTV’s closing price on Tuesday – ₹376.

“VCPL, along with AMNL and AEL, will launch an open offer to acquire up to 26 percent stake in NDTV, in compliance with the requirements of the SEBI’s (Substantial Acquisition of Shares and Takeovers) Regulations, 2011″, a press release read.

“AMNL seeks to empower Indian citizens, consumers and those interested in India, with information and knowledge. With its leading position in news and its strong and diverse reach across genres and geographies, NDTV is the most suitable broadcast and digital platform to deliver on our vision. We look forward to strengthening NDTV’s leadership in news delivery,” Pugalia said.

However, NDTV did not seem to share the sentiments, sating that the exercise of rights by VCPL was done without any “discussion, consent, or notice,” and that its founders had been unaware of the exercise of rights until Tuesday.

“As recently as yesterday, NDTV had informed the stock exchanges that there was no change in the shareholding of its founders,” the company informed. Its founders Prannoy Roy and Radhika Roy continue to hold a stake of 32.26% in NDTV. Adani Group (but formerly RRPL) holds the second-largest stake of 29.18%, while FPI, retail and corporate bodies, and others make up the remaining 38.56%.

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