Form 6-K Sony Group Corp For: Sep 22

September 22, 2021

Sony Group Corporation

Sony Pictures Networks India announces Signing of Exclusive Non-Binding
Term Sheet with respect to a Merger of Sony Pictures Networks India and
Zee Entertainment Enterprises Ltd.

September 22, 2021, – Sony Pictures Networks India (“SPNI”), a wholly-owned subsidiary of Sony Group Corporation, announced today that it has signed an exclusive, non-binding Term Sheet with respect to a proposed merger of SPNI and Zee Entertainment Enterprises Ltd., a publicly listed Indian media and content company.  For further detail, please refer to the attached press release.

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The merger of ZEEL and SPNI would bring together two leading Indian media network businesses, benefitting consumers throughout India across content genres, from film to sports.  The combined company is expected to benefit all stakeholders given strong synergies between ZEEL and SPNI.

Under the terms of the non-binding Term Sheet, Sony Pictures Entertainment, the parent company of SPNI, would invest growth capital so that SPNI has a cash balance of approximately USD $1.575 billion at closing for use to enhance the combined company’s digital platforms across technology and content, ability to bid for broadcasting rights in the fast-growing sports landscape and pursue other growth opportunities. Sony Pictures Entertainment would hold a majority stake in the combined company. Current ZEEL Managing Director & CEO Punit Goenka is to lead the combined company.  The combined company’s board of directors would include directors nominated by Sony Group and result in Sony Group having the right to nominate the majority of the board members.

It is anticipated that a final transaction would be subject to completion of customary due diligence, negotiation and execution of definitive binding agreements, and required corporate, regulatory and third party approvals, including ZEEL shareholder vote.