Adani Enterprises will acquire a 29.18% stake in news channel NDTV through a subsidiary company, the conglomerate said in a regulatory filing on Tuesday evening. The Gautam Adani-led group of companies will launch an open offer to acquire another 26% in the media house.
According to rules of the Securities and Exchanges Board of India, an entity that acquires more than a 25% stake in a company gets the right to announce an open offer to the shareholders of the target company inviting them to sell their shares at a specific price.
NDTV said in a statement that the notice about acquisition was served without “input from, conversation with, or consent of” the founders of the channel.
In an e-mail sent to employees of the media group on Tuesday, Suparna Singh, the head of NDTV Convergence Limited said that the acquisition was “entirely unexpected”.
“This acquisition was made without their [Radhika and Prannoy Roy] consent or without any sort of notice,” Singh said. “We are in the process of evaluating the next steps, many of which involve regulatory and legal processes.”
How did the acquisition happen?
On Tuesday, Vishvapradhan Commercial Private Limited, a subsidiary of the AMG Media Networks Limited, acquired 99.5% of the 29.18% stake in NDTV held by Roys through RRPR Holding Private Limited, Adani Enterprises said in a press release. AMG Media Networks is owned by Adani Enterprises.
The Roys still hold a 32.26% stake in NDTV.
The roots of the takeover by Vishvapradhan Commercial Private Limited date back to the financial year 2009-’10 when the company gave a loan of Rs 403.85 crore to NDTV, according to Newslaundry.
Shortly before announcing the acquisition of the NDTV shares, Adani Group had informed stock exchanges on Tuesday that AMG Media Networks Limited has acquired 100% stake of Vishvapradhan Commercial Private Limited.
Acquiring Vishvapradhan Commercial Private Limited gave Adani Group indirect power to trigger a clause in an agreement about the Rs 403.85 crore loan that NDTV took in 2009-’10. According to terms of the loan, Vishvapradhan Commercial Private Limited held the right to exercise its warrants and convert the loan amount into equity shares.
A warrant is a security that grants a lender the right to buy stocks in a company for a fixed price till a date decided upon while lending the amount.
The Adani Group has made an open offer to buy a further 26% stake in NDTV at Rs 294 per share, which will mean a total amount of Rs 493 crore, Mint reported.
The development came just a day after NDTV wrote a letter to the National Stock Exchange dismissing as a “baseless rumour” speculation that shares held individually by co-founders Radhika and Prannoy Roy and through their company RRPR Holding Private Limited were being sold.
“Radhika and Prannoy Roy are not in discussions now, nor have been, with any entity for a change in ownership or a divestment of their stake,” the company had said in a regulatory filing to the exchanges on Monday.
AMG Media Networks Chief Executive Officer Sanjay Pugalia said that the acquisition “is a significant milestone in the journey of AMNL’s goal to pave the path of new age media across platforms”.
“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,” Pugalia said.
In the financial year 2021-’22, NDTV made revenues of Rs 421 crore, earned a net profit of Rs 85 crore and has negligible debt, a press release from the Adani Group said.
On Tuesday, NDTV shares closed at Rs 366.20 apiece, up by 2.61%, on the Bombay Stock Exchange. Meanwhile, Adani Enterprises shares were priced at Rs 3,023.65, down almost 1% from Monday.