Khaitan & Co. advised Inox Leisure Ltd in amalgamation with PVR

Khaitan & Co acted as legal counsel to Inox Leisure for the overall transaction of amalgamation with PVR.

 

NO HEADINGS DETAILS
1. Sector Entertainment / Media
2. Announcement Date 27 March 2021
3. Completion Date NA
4. Name of Client Inox Leisure Ltd

 

5. Acquirer Details

INOX Leisure Limited (INOX) operates 160 multiplexes and 675 screens in 72 cities, entertaining close to 70 million patrons every year. INOX has redefined movie experiences in India making it truly a 7-star experience. Each INOX property is unique with its own distinct architecture and aesthetics.

6. Seller Details PVR Limited

PVR is one of the most premium film exhibition companies in India. Since its inception in 1997, the brand has redefined the way entertainment is perceived in the country. PVR currently operates a cinema circuit comprising of 871 screens at 181 properties in 73 cities (India and Sri Lanka), serving over 100 million patrons annually.

7. Deal Description

The Board of Directors of INOX Leisure Limited (INOX) and the Board of Directors of PVR Limited (PVR), at their respective meetings held today, have approved an all-stock amalgamation of INOX with PVR. The amalgamation is subject to approval of the shareholders of INOX and PVR respectively, stock exchanges, SEBI and such other regulatory approvals as may be required. Upon obtaining all approvals, when the merger becomes effective, INOX will merge with PVR. Shareholders of INOX will receive shares of PVR in exchange of shares in INOX at the approved share exchange ratio.

 

Post the merger, INOX Promoters will have 16.66% stake while PVR Promoters will have 10.62% stake in the combined entity.

 

Post the merger, the promoters of INOX will become co-promoters in the merged entity along with the existing promoters of PVR. Upon effectiveness of the scheme, the Board of Directors of the merged company would be re-constituted with total board strength of 10 members and both the promoter families having equal representation on the Board with 2 board seats each.

 

The combined entity will be named as PVR INOX Limited with branding of existing screens to continue as INOX and PVR respectively. New cinemas opened post the merger will be branded as PVR INOX.

8. Total Consideration According to analyst Karan Taurani, senior Vice-President, Elara Capital, the current valuation of the merged entity is Rs 18,000 crore and has the potential of reaching over Rs 22,000 crore by FY24.
9. Team Members

Core team members: Ashraya Rao (Partner) with Kaushik Babu (Senior Associate), Rushabh Gala (Senior Associate) and Amit Panwar (Senior Associate)

Support team members:

Competition Law aspects: Manas Kumar Chaudhuri (Partner), Anisha Chand (Partner) and Soham Banerjee (Senior Associate)

Intellectual Property aspects: Adheesh Nargolkar (Partner), Smriti Yadav (Partner), Dhiren Karania (Principal Associate), Sunaina Brahma (Senior Associate) and Abdul Hannan (Associate)

Due diligence aspects: Arka Banerjee (Associate), Hansaja Pandya (Associate), Ravali Rayaprolu (Associate), Saranya Mishra (Associate) and Vaishanshi Bharadwaj (Associate)

10. Role of Firm

The core team was involved in acting as legal counsel to the Client for the overall transaction (including negotiating, drafting and reviewing the Scheme, Merger Co-operation Agreement and other documents).

 

11. Other legal advisors if any with names of Lead Lawyers Shardul Amarchand Mangaldas, legal advisors to PVR Ltd

E&Y is the exclusive financial advisor on the transaction. Dhruva Advisors acted as the transaction tax advisors to INOX.

 

12. Unique Feature of Transaction Merger of the two of India’s best cinema brands with a network of more than 1500 screens.

 

13. Press coverage Press release by parties:

 

BSE India  – Inox Leisure

BSE India  – PVR

Reg. 30 disclosure –  (bseindia.com)

 

Media reports:

 

Inox Leisure: PVR, INOX Leisure script mega merger – The Economic Times (indiatimes.com)

PVR Ltd, Inox Leisure to merge to create largest multiplex chain with over 1,500 screens | The Financial Express

PVR, INOX announce merger, Ajay Bijli will be MD of combined entity (moneycontrol.com)

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