索尼公司宣布终止与印度媒体集团Zee Entertainment的合并协议，这笔原本价值100亿美元的交易在长达两年的谈判后最终无疾而终。索尼在一份声明中表示，由于周末紧张的谈判未能挽救协议，已向Zee发出交易终止函。据知情人士透露，谈判破裂的导火索是索尼拒绝让Zee首席执行官普尼特・戈恩卡(Punit Goenka)在合并后留任。
Zee在交易所文件中表示，已收到索尼集团的通知，终止其印度子公司与Zee之间的合并，并要求Zee支付9000万美元的终止费。文件显示，索尼正在申请仲裁并要求支付终止费，声称Zee违反了合并协议。索尼对合并存在顾虑，包括印度市场监管机构正在调查针对戈恩卡的欺诈指控。此外，索尼还对Zee的财务状况表示担忧，该公司因内容成本上升和广告市场疲软而受到冲击。
Zee 2023财年的营业收入下降，息税折旧摊销前利润更是暴跌38%,主要原因是内容成本增加。索尼在一份声明中表示，对“未能满足合并条件”而“极度失望”，并强调“仍致力于在印度扩大业务”。
这笔交易的破裂标志着好莱坞进军印度的最新挫折，好莱坞高管希望挖掘庞大的印度电影爱好者市场，却遭遇了本土企业的激烈竞争。熟悉Zee想法的人士表示，在这个阶段解除戈恩卡的职务在法律上会很困难，并违反了2021年与索尼达成的合并协议。他们还为Zee的业绩进行了辩护，称公司在整个印度媒体行业普遍低迷的情况下表现并不算差。
这笔交易从一开始就伴随着一系列问题和延误，包括监管机构对戈恩卡及其父亲、Zee创始人苏巴什・钱德拉(Subhash Chandra)涉嫌从公司转移约20亿卢比的“欺诈和不公平”计划展开调查，Zee、戈恩卡和钱德拉均否认了这些指控。尽管存在问题，索尼直到最近仍决心完成与Zee的交易，并未排除从头重新谈判的可能性。
索尼高管对Zee的不满在去年12月达到顶点，当时这家印度公司表示无法在12月21日的最后期限之前完成交易。Zee未能满足一系列推进交易的条件，并要求继续讨论30天。与此同时，两名董事被投票免职，一名董事辞职。索尼没有同意延长最后期限，但两家公司仍在谈判。周末最后期限到来，依然没有达成协议。
英语如下：
Headline: Sony Terminates $10 Billion Zee Merger Deal, Hollywood’s Push into India Hits a Roadblock
Keywords: Sony, Zee, Merger deal
News Content: Sony Corporation has announced the termination of its merger agreement with Indian media conglomerate Zee Entertainment, a $10 billion deal that fell through after two years of negotiations. In a statement, Sony said it had sent a termination letter to Zee following weekend-long negotiations that failed to salvage the deal. According to people familiar with the matter, the trigger for the breakdown was Sony’s refusal to allow Zee CEO Punit Goenka to remain in post after the merger.
Zee said in exchange documents that it had received notification from the Sony group to terminate its merger with Zee and demanded Zee pay a $90 million termination fee. The documents show that Sony is applying for arbitration and demanding the payment, claiming Zee violated the merger agreement. Sony had concerns about the merger, including an investigation by Indian market regulators into allegations of fraud against Goenka. Additionally, Sony expressed concern over Zee’s financial situation, hit by rising content costs and a weak advertising market.
Zee’s operating income declined in FY2023, and EBITDA plummeted 38%, primarily due to increased content costs. In a statement, Sony said it was “extremely disappointed” that “conditions for completion of the merger had not been met” and stressed its commitment to expanding its business in India.
The collapse of the deal marks the latest setback for Hollywood’s push into India, where executives hope to tap into the vast market of Indian movie lovers but face stiff competition from local players. People familiar with Zee’s thinking say that removing Goenka from his post would be legally difficult at this stage and violate the merger agreement reached with Sony in 2021. They also defended Zee’s performance, saying the company had performed relatively well given the overall downturn in the Indian media industry.
The deal was fraught with problems and delays from the start, including investigations by regulators into alleged “fraud and unfairness” schemes involving around Rs2 billion ($30 million) transferred by Goenka and his father, Zee founder Subhash Chandra. All three denied the accusations. Despite these issues, Sony remained determined until recently to complete the deal and did not rule out renegotiating from scratch.
Sony executives’ dissatisfaction with Zee reached a peak in December when the Indian company said it could not meet a December 21 deadline for completing the deal. Zee failed to meet a series of conditions for moving forward with the transaction and asked for another 30 days to discuss. At the same time, two directors were voted out of office and one resigned. Sony did not agree to extend the deadline, but the two companies continued to negotiate. The deadline arrived over the weekend without an agreement being reached.
【来源】https://www.ithome.com/0/746/580.htm
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