The Board of Directors of INOX Leisure Limited (INOX) and the Board of Directors of PVR Limited (PVR), at their respective meetings held today, have approved an all stock amalgamation of INOX with PVR.
The amalgamation is subject to approval of the shareholders of INOX and PVR respectively, stock exchanges, SEBI and such other regulatory approvals as may be required. Upon obtaining all approvals, when the merger becomes effective, INOX will merge with PVR.
Shareholders of INOX will receive shares of PVR in exchange of shares in INOX at the approved share exchange (“swap”) ratio.
Merger Terms Post the merger, the promoters of INOX will become co-promoters in the merged entity along with the existing promoters of PVR. Upon effectiveness of the scheme, the Board of Directors of the merged company would be re-constituted with total board strength of 10 members and both the promoter families having equal representation on the Board with 2 board seats each. Pavan Kumar Jain would be appointed as the Non- Executive Chairman of the Board.
Ajay Bijli would be appointed as the Managing Director and Sanjeev Kumar would be appointed as the Executive Director. Siddharth Jain would be appointed as Non-Executive Non-Independent Director in the combined entity. The combined entity will be named as PVR INOX Limited with branding of existing screens to continue as INOX and PVR respectively. New cinemas opened post the merger will be branded as PVR INOX. Drushti Desai, Registered Valuer, Partner at Bansi S. Mehta & Co. and SSPA & Co, Chartered Accountants, the Independent Valuers appointed by INOX and PVR respectively, have recommended a share exchange ratio, which has been accepted by the respective Boards. Ernst & Young Merchant Banking Services LLP provided the Fairness Opinion to INOX, while Axis Capital Limited provided a Fairness Opinion to PVR on the share exchange ratio.
Accordingly, INOX shareholders will receive 3 shares of PVR for 10 shares of INOX. Post the merger, INOX Promoters will have 16.66% stake while PVR Promoters will have 10.62% stake in the combined entity.