Adani Group to acquire a controlling stake in NDTV, makes an open offer

Gautam Adani-led Adani Group has set the ball rolling to acquire a controlling stake of 55.18% in New Delhi Television (NDTV).The move is being seen as a hostile takeover bid as NDTV was swift to make a statement to the stock exchanges that “there was no consent from its founders for the exercise of rights by VCPL”. The company, however, did not indicate its future course of action. Vishvapradhan Commercial Private Limited (VCPL), a wholly owned subsidiary of AMG Media Networks Limited (AMNL), on Tuesday exercised its rights to acquire 99.5% stake in RRPR Holding Private (RRPRH), a promoter group company of NDTV. This will result in AMNL indirectly acquiring a 29.18% stake in NDTV, which is currently being held by RRPRH.VCPL holds warrants of RRPRH which entitles it to convert them into 99.99% stake in RRPR.AMNL is a wholly-owned subsidiary of Adani Enterprises (AEL), which houses the group’s media business.

Following this, the group will launch a `493-crore open offer, under Sebi’s takeover regulations, for an additional 26% stake at `294 a share. Three Adani Group firms — AMNL, VCPL and Adani Enterprises (AEL) — have offered to acquire up to 16.7 million fully paid-up shares of NDTV with face value of `4 from public shareholders. In its statement, NDTV said the rights were “executed without any input from, conversation with, or consent of the NDTV founders”. NDTV added that it was not aware of the development till it got a notice on Tuesday. In its notice to NDTV, Adani Group has also asked it to transfer all its stake to its arm “within two days”.

“The notice from VCPL is based on a loan agreement it entered with NDTV founders Radhika and Prannoy Roy in 2009-10. It states that VCPL has exercised its option to convert 1.99 million warrants into shares of RRPRH at Rs 10 a share, and that a total of Rs 1.99 crore has been transferred to RRPRH,” NDTV said in a regulatory update. “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 NDTV founders. The founders have been made aware of this exercise only today,” it said. AMNL chief executive officer Sanjay Pugalia said, “this acquisition is a significant milestone in the journey of AMNL’s goal to pave the path of new age media across platforms.”

NDTV, a news media with more than three decades of operations runs three channels – NDTV 24×7, NDTV India and NDTV Profit – and also has a social media presence with more than 35 million followers across various social media platforms such as Twitter, YouTube and Instagram. The company had posted a net profit of Rs 85 crore in FY22 on a revenue of Rs 421 crore and Ebitda of Rs 123 crore. RRPR was set up in August 2005 with the objective to acquire and hold controlling interests in shares or loan capital of the group and associate companies. Earlier in May, AMNL announced plans to acquire a 49% stake in serial entrepreneur Raghav Bahl-curated Quintillion Business Media (QBML) – a business and financial news company that operates digital news platform BloombergQuint – for an undisclosed sum.

Prior to this in March, AEL had signed an agreement with Quint by acquiring an unspecified minority stake in QBML, which also marked its foray into media business. In September 2021, the group had hired Pugalia to lead its media ventures, Adani Media Ventures. On Tuesday, NDTV’s shares closed up 2.61% at Rs 366.20, while shares of Adani Enterprises closed down 0.93% at Rs 3,023.65. Adani Group has a total of seven publicly-listed firms operating across airports and ports, coal and gas trading, power generation and transmission. Financialexpress