Walt Disney to Buy UTV

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Source: WSJ Online

BANGALORE--Walt Disney Co. plans to take full control of India's UTV Software Communications Ltd. and delist the company, as the U.S. entertainment giant seeks to expand in the South Asian nation's fast-growing media industry.

UTV Software said Tuesday its board approved a proposal from Walt Disney, which held 50.4% of the Indian media company's 40.6 million outstanding shares as of June 30, to buy out other shareholders for a maximum price of 1,000 rupees ($22.57) a share.

The deal, potentially valued at 20.14 billion rupees ($454.62 million), is one of the largest in the Indian media industry, say analysts.

In a separate statement, Walt Disney said delisting a company in India is a long process that could take several months. "Given the multiple stages and the nature of the process, a successful outcome is uncertain," the company said.

The offer--at an almost 11% premium to the stock's closing price of 901.80 rupees on the Bombay Stock Exchange Monday--enthused investors Tuesday. UTV shares closed 5.4% higher at 950.45 rupees in a weak broader market.

Disney's move to consolidate its five-year partnership with UTV comes amid a boom in the country's media and entertainment industry triggered by a rise in advertising spending and consumption.

India is the world's third-largest TV market--after China and the U.S.--with almost 138 million TV households, as per a report by KPMG and the Federation of Indian Chambers of Commerce and Industry. The country has about 88 million non-TV households, indicating the growth potential. The media and entertainment industry is likely to expand 14% annually until 2015, with segments such as TV, gaming and animation expected to outpace the industry growth, the report said.

UTV's founder group--R.S. Promoters, including Rohinton Screwvala, Unilazer Exports and Management Consultants Ltd., Unilazer Ltd. and Zarina Mehta--holds 19.8% of the company, while the remainder is with public shareholders.

UTV said in a statement that Disney will first buy out the public holders then the founder group at the same price. It plans to eventually delist the firm from the National Stock Exchange and Bombay Stock Exchange.

After delisting, Screwvala, UTV's chief executive, will head Walt Disney Co. India Pvt. Ltd. as managing director.

Mahesh Samat, currently managing Disney's assets in India, will become chief operating officer, reporting to Screwvala, the U.S. company said.

If the delisting is unsuccessful, Disney may "evaluate all potential strategies and opportunities" in relation to its investment in UTV Software, the Indian company said, without elaborating.