Sony-Zee merger case: Sony says ‘disappointed’ with Singapore emergency arbitrator’s decision

Sony on Monday said it is “disappointment” with Singapore tribunal’s emergency arbitrator’s decision rejecting its plea to restrain Zee from approaching NCLT and asserted that it will “vigorously arbitrate” the matter in the international tribunal.

An emergency arbitrator of Singapore International Arbitration Centre (SIAC) rejected a plea of Culver Max and BEPL (Bangla Entertainment Pvt Ltd) seeking an order to restrain Zee Entertainment Enterprise Ltd (ZEEL) from approaching any corporate dispute tribunal or NCLT for enforcing the merger that was called off by the Japanese media company’s Indian arm.

SIAC on Sunday rejected the plea, citing lack of its jurisdiction.

Sony Pictures Entertainment in a statement on Monday said, the company remains confident in the merits of the matter and pursue Sony Pictures Network India’s (now Culver Max) right to terminate the merger agreement and seek damages from Zee Entertainment Enterprises Ltd (ZEEL).

“We are disappointed in the decision by the Singapore International Arbitration Centre (SIAC). This decision is only a procedural one, ruling only as to whether Zee Entertainment would be permitted to pursue its application with the NCLT,” it said.

It further said: “We will continue to vigorously arbitrate the matter in Singapore in front of a full SIAC tribunal and pursue SPNI’s right to terminate the merger agreement and seek a termination fee and other remedies. We remain confident in the merits of our position in both Singapore and India.”

Sony Pictures Networks India (SPNI) is a subsidiary of Sony Corporation which owns and operates Sony Entertainment network of television channel. It also owns Sony Pictures Network India.

“We wish to inform that the Emergency Arbitrator has passed an award dated February 4, 2024 denying the application for emergency interim relief filed by Culver Max and BEPL and has determined that the Emergency Arbitrator has no jurisdiction or authority to injunct the Company from approaching the NCLT to implement the Merger Scheme since these are matters which fall within the statutory system and are for the NCLT to decide,” ZEEL had said in a regulatory filing on Sunday while updating the development.

Sony had last month terminated the agreement with ZEEL to merge its two Indian entities — Culver Max Entertainment (earlier known as Sony Pictures Network India) and BEPL– with the Indian media company.

Sony Group Corporation (SGC) had said ZEEL failed to satisfy merger conditions and also initiated arbitration proceedings before SIAC claiming USD 90 million (around Rs 748.5 crore) as a termination fee.

On the other hand, ZEEL filed a petition before the National Company Law Tribunal (NCLT), seeking a direction for Sony group to implement the merger.

ZEEL also initiated legal actions to contest the claims of USD 90 million filed by Sony Group before SIAC.

The Mumbai bench of NCLT on August 10, 2023, approved the scheme of merger of ZEEL with Sony group entities Culver Max Entertainment and BEPL, which could have created a USD 10 billion media entity.

If the Sony-Zee merger was completed, the combined entity would have owned over 70 TV channels, two video streaming services — ZEE5 and Sony LIV — and two film studios — Zee Studios and Sony Pictures Films India — making it the largest entertainment network in the country.