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Zee Entertainment Approves Swap Ratio For ETC Networks Merger,
Education Biz Spin-Off

12/29/2009 5:23 AM ET

 Zee Entertainment Approves In-Principle Scheme Of Amalgamation



(RTTNews) - India's leading television media and entertainment company
Zee Entertainment Enterprises Ltd., or ZEEL, said its board had
approved the draft composite scheme of arrangement between the
company, ETC Networks Ltd., Zee Learn Ltd.,--the new company--for the
merger of ETC Networks with the company, and upon such merger,
de-merger of Education Business from the company into Zee Learn of
ZLL. The board also approved the share swap/share entitlement ratio
for the merger and de-merger.

The Mumbai-based company said the share swap/share entitlement ratio
of 10:11 has been proposed as a consideration for the merger of ETC
Networks, and 1:4 for the subsequent de-merger of Education Business
into ZLL. The investments/shareholding of the company shall get
cancelled as part of the merger scheme, it said.

The board in its meeting on December 23 granted in-principle approval
for the merger of ETC with the company and subsequent de-merger of the
Education Business into a separate entity.

The appointed date for the merger of ETC with the company is March 31
next year, and that for de-merger of Education Business into ZLL is
April 1, 2010. However, the scheme is subject to necessary approvals
of the the shareholders/creditors of the respective companies, the
Bombay High Court and other statutory/regulatory authorities.

The share exchange/share entitlement ratio was based on the valuation
report submitted by an independent valuer, Grant Thornton India.

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