MUMBAI: Pursuing a vertically integrated model, Eros International Plc is planning to take full control of B4U Television Network by acquiring the remaining 76 per cent stake for a cash and share consideration of $53.1 million (Rs 2.8 billion).
Eros already owns 24 per cent in B4U, the global Bollywood network that runs two channels. B4U Music and B4U Movies are available in more than 100 countries, including India, the UK, the US, Canada and countries in the Middle East and Africa.
Eros anticipates “entering into a definitive agreement on or after 24 April to acquire control of B4U. The TV broadcast company is currently controlled by steel magnate Lakshmi Mittal and London-based industrialist Gokul Binani.
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Eros International chairman and CEO Kishore Lulla said, “We are delighted to announce our anticipated acquisition of the remaining 76 per cent of B4U. We expect that B4U’s global network, as well as its film and music content, will complement Eros’ existing product offering.”
The share payments may alternatively be made in cash at Eros’ option.
Eros saidTuesday that the aggregate purchase price will consist of:
B4U’s cash on hand net of all B4U’s outstanding bank loans and overdrafts (a net amount of up to $19.3 million) to be paid in cash on closing;
Approximately $5.7 million in Eros A ordinary shares upon the earlier of 14 business days from the listing of Eros A ordinary shares on the NYSE or 30 days after closing (or, if the listing of Eros A ordinary shares on the NYSE occurs 14 business days prior to closing, at closing);
Approximately $19.3 million (less the consideration in cash paid at closing) in cash and approximately $10.4 million in our A ordinary shares or cash, at the option of Eros, on the first anniversary of the closing of the acquisition; and
Approximately $7.3 million in cash and approximately $10.4 million in our A ordinary shares or cash, at the option of Eros, on the second anniversary of the closing of the acquisition.
The deadline to close the transaction is approximately 120 days from the date of the definitive agreement unless mutually agreed to be extended.
Eros said that though it holds approximately 24 per cent of B4U, it has not exercised significant influence over the company.
Eros cautioned that the pending acquisition of B4U remains subject to customary closing conditions, including the receipt of necessary regulatory approvals, and may not occur on the expected terms or at all.
For the financial year ended 31 March 2011, B4U’s net income was $2.5 million and net assets were $28.7 million. B4U generates the majority of its revenues internationally, predominantly through fees earned from being a part of a cable or satellite service provider’s subscription package, and within India from advertising. Eros said that the company expects B4U to benefit from expanding international coverage and growing television advertising spend in India.
