What went down between Adani and NDTV?

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The intense corporate drama unfolded on Tuesday, August 23, when Adani Group’s media business arm completely surprised Prannoy Roy’s NDTV.

AMG Media Networks (AMNL) has decided to acquire a majority stake in news company NDTV. Soon after, NDTV said in a BSE filing that the acquisition was initiated without consent, discussion or notice.

AMNL, the media business arm of Adani Group, has announced that it will indirectly acquire 29.18% of NDTV through its subsidiary Vishvapradhan Commercial Private (VCPL), which holds the warrants of RRPR Holding Private (RRPR). This deal triggered the opening of an open offer and allowed the Adani Group to take over NDTV from Prannoy and Radhika Roy.

Adani’s VCPL said it has the right to buy RRPR shares and acquire a 100% stake in the entity. RRPR holds 29.18% stake in NDTV. The holding company has been told to transfer all its shares to VCPL within two days, NDTV said in a BSE filing. Prannoy and Radhika Roy with RRPR Holding Private held 61.45% of the total paid-up share capital of NDTV.

AMNL’s BSE filing said the open offer will be for an aggregate price of up to Rs 492.8 crore payable in cash at Rs. 294 per share (up to 16,762,530 fully paid up shares)

In a statement, NDTV said, “The founders of NDTV and the company would like to make it clear that this exercise of rights by VCPL has been done without any input, conversation with or consent of the founders of NDTV who, like NDTV, was made aware of this exercise of rights only today.”

NDTV said in a statement that the announcement from VCPL is based on a loan agreement it entered into with founders Radhika and Prannoy Roy in 2009-10. They have taken a loan of Rs 403.85 crore. The loan agreement enabled VCPL to acquire shares in RRPR Holding. 13 years later, VCPL decided to convert its warrants.

The loan from VCPL was routed through subsidiaries of Reliance Industries. The ownership of VCPL was transferred to the Nahata Group. On Tuesday, AMNL acquired a 100% stake in VCPL from Nextwave Televentures and Eminent Networks in cash worth Rs 113.74 crore.

According to NDTV, a notification from VCPL said that it had exercised its option to convert 19,90,000 warrants into RRPR shares at Rs 10/- per share and that a total of Rs 1.99 million had been transferred to RRPR Holding.

There have been rumours in the past of Roy being sold to NDTV. However, they refuted these rumours and made a statement on 22 August 2022 that “Radhika and Prannoy Roy are not currently in talks or negotiations with any entity to change ownership or divest their stake in NDTV.”

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