Adani Arm Acquires Indirect Stake In NDTV, To Make Open Offer

The Adani Group's media subsidiary has fully acquired Vishvapradhan Commercial Pvt. Ltd., an investor in New Delhi Television Ltd.

AMG Media Networks Ltd., a wholly owned arm of Adani Enterprises Ltd., acquired the stake from Nextwave Televentures Pvt. and Eminent Networks Pvt. at an enterprise value of Rs 113.74 crore, according to an exchange filing.

Vishvapradhan along with AMG Media and Adani Enterprises will make an open offer for 26% stake or 1.62 crore shares of NDTV at Rs 294 apiece, according to the disclosure. That's a 20.5% discount to NDTV's closing price on Tuesday.

The aggregate cost of the acquisition will be Rs 482.80 crore.

The open offer has been triggered pursuant to loan agreements--dated July 21, 2009 and Jan. 25, 2010--entered into between Vishvapradhan and RRPR Holding Private Ltd., the holding company of NDTV promoters Prannoy Roy and Radhika Roy.

Vishvapradhan has the right to exercise any or all of the 10 crore warrants issued to it by the RRPR Holding, which upon exercise will result in 99.99% stake in RRPR Holdings.

The loan agreement also has the right to purchase all 10,000 equity shares held by the Roys in RRPR Holding.

In a separate filing, NDTV said, "The NDTV founders and the Company would like to make it clear that this exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today..."

RRPR Holding, which owns 29.18% of NDTV, has been told to transfer within two days all its equity shares to VCPL, it said.

Disclaimer: Adani Enterprises is in the process of acquiring a 49% stake in Quintillion Business Media Ltd., the owner of BQ Prime.