Mumbai, Jan 22 (Reporter) Zee Entertainment Enterprises Ltd (ZEEL) on Monday said that it will take legal action against Sony group after the Japanese media giant sent notice to scrap the $10 billion merger deal. "ZEEL’s Board of Directors is evaluating all the available options. Basis on the guidance received from the Board, ZEEL will take all the necessary steps to protect the long-term interests of all its stakeholders, including by taking appropriate legal action and contesting Culver Max (formerly Sony Pictures Networks India) and Bangle Entertainment Pvt. Ltd (BEPL)’s claims in the arbitration proceedings," Zee said in a media statement. ZEE said that the company in its board meeting today took on record communications received from Culver Max and BEPL on 22nd January 2024, purporting to terminate the merger co-operation agreement. Sony has also sought US$ 90 million from ZEEL on account of alleged breaches of terms of merger co-operation agreement by ZEEL. "The Board of Directors noted that all efforts and steps were taken by ZEEL in line with the Merger Cooperation Agreement (MCA), approved by its shareholders and all regulatory authorities. ZEEL has consistently worked towards the implementation of the mentioned scheme in the interest of the shareholders. ZEEL also held several deliberations and good faith negotiations with Culver Max and BEPL, with a view to consider an extension of the merger completion timeline, that did not materialize," ZEE said. ZEEL and Sony had signed the merger agreement in December 2021. In its statement, Zee said that it exercised its right to require Culver Max and BEPL to enter into good faith negotiations for a period of 30 days to arrive at a mutual agreement on the extension of the end date by a reasonable period of time for completion of the transaction as per the terms of the MCA. "During this period, despite conducting numerous deliberations in good faith, the parties failed to arrive at a consensus on the purported pending conditions precedent that required action on the part of ZEEL and Culver Max, BEPL under the terms of the MCA," the statement said. The company said that its MD and CEO Punit Goenka was agreeable to step down in the interest of the merger and proposals in this regard were discussed, including for appointment of a director on the Board of the merged company, protections for conduct of pending investigations and legal proceedings in the best interest of ZEEL’s directors and shareholders and the consequent modifications to the scheme to incorporate the same. "ZEEL proposed an extension of a maximum period of six months for consummation of the transaction, however, Culver Max did not provide any counter proposal for extension. These discussions did not result in any proposal from Sony but they rather have chosen to terminate," it said. R. Gopalan, Chairman, ZEE Entertainment Enterprises Ltd said that the Board of Directors has taken note of Sony’s letters purporting to terminate the Merger Co-operation Agreement, on the company’s proposed merger with and into Culver Max invoking arbitration and seeking interim reliefs. "We are evaluating the next steps and considering the appropriate course of action. The Board has noted that the Company took all the required steps in the course of its integration journey over the last two years, to ensure that the scheme is implemented at the earliest. That said, the Board would like to assure its stakeholders that the Company will take all the necessary actions, in the best interest of all stakeholders, including by taking appropriate legal action and contesting Culver Max and BEPL’s claims in the arbitration proceedings," he said...////...