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Multiplex chains INOX, PVR to merge

BSE Disclosure  

Mumbai-based INOX Leisure Limited (INOX) and fellow publicly listed, Delhi-based PVR Limited (PVR) are to merge in an all stock amalgamation. The combined entity will be named PVR INOX Limited with the branding of existing screens to continue as INOX and PVR, respectively. New cinemas opened post the merger will be branded as PVR INOX. As of March 25, INOX had a market cap of INR 5,746.27 Cr, while PVR had a market cap of INR 11,147.74 Cr. INOX shareholders will receive 3 shares of PVR for 10 shares of INOX. Post the merger, INOX's promoters will have a 16.66% stake while PVR's promoters will have 10.62% stake in the combined entity. The Board of Directors of the merged company will have 10 members with both the promoter families having 2 seats each. Ajay Bijli would be appointed as the Managing Director and Sanjeev Kumar would be appointed as the Executive Director. Pavan Kumar Jain would be appointed as the Non-Executive Chairman of the Board and Siddharth Jain would be appointed as Non-Executive Non-Independent Director in the combined entity. With INOX operating 675 screens across 160 properties in 72 cities and PVR operating 871 screens across 181 properties in 73 cities, the combined entity will become the largest film exhibition company in India operating 1,546 screens across 341 properties across 109 cities. EY is the exclusive financial advisor on the transaction. Dhruva Advisors and Khaitan & Co acted as the transaction tax advisors and legal advisors respectively to 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. 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.