NDTV says exercise of rights by VCPL done without NDTV founders’ consent

In a curious turn of events, NDTV has said that without any discussion with the New Delhi Television Limited (NDTV) or its founder-promoters, a notice has been served upon them by Vishvapradhan Commercial Private Limited (VCPL), stating that it (VCPL) has exercised its rights to acquire 99.50 per cent control of RRPR Holding Private Limited (RRPRH), the promoter-owned company that owns 29.18 per cent of NDTV. Does this then translate into a hostile takeover?

“The NDTV founders and the company would like to make it clear that this exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today. RRPRH, which owns 29.18 per cent of NDTV, has been told to transfer within two days all its equity shares to VCPL,” NDTV said in a regulatory filing.

VCPL is the wholly-owned subsidiary of AMG Media Networks Ltd (AMNL), the media arm of Adani Enterprises Ltd (AEL). VCPL holds warrants of RRPR, entitling it to convert them into 99.99 per cent stake in the latter. VCPL has exercised the warrants to acquire 99.5 per cent stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR.

RRPR is a promoter group company of NDTV and holds 29.18 per cent stake in NDTV.

VCPL, along with AMNL and AEL (persons acting in concert), will launch an open offer to acquire up to 26 per cent stake in NDTV, in compliance with the requirements of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

NDTV is a leading media house which has pioneered the delivery of credible news for over three decades. The company operates three national news channels — NDTV 24×7, NDTV India and NDTV Profit. It also has strong online presence and remains one of the most followed news handles on social media with more than 35 million followers across various platforms.

NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and net profit of Rs 85 crore in FY22 with negligible debt.

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