If either Zee Entertainment Enterprises Ltd or Sony Pictures Networks India decides to cancel their $7 billion merger, they will have to pay a $100 million termination fee, making any breakup not just difficult but also expensive.
If the merger fails to gain shareholder and regulatory approvals, the breakup provision will not apply, according to two top Zee officials who requested anonymity.
"Well, not because of shareholder approval, or anything like that." There is no risk of liability. But there could be if we breach," Zee's chief executive Punit Goenka told analysts on September 22 in answer to a question about the company's obligations if the acquisition fails.
On the investor call, Zee's head of mergers and acquisitions, Vikas Somani, stated, "There is an exclusivity requirement on each other, and there is a penalty associated with it."
According to a source familiar with the matter, Somani did not specify the amount of the penalty, but it is in the range of $100 million. He did not want to be identified. In most significant acquisitions, a break-up cost is included.
Emails requesting comment from Zee and Sony officials went unanswered.
According to the contractual merger deal, Sony will own 51 percent of the combined firm, while Zee founder Subhash Chandra and his family will possess 4%, leaving the remaining 45 percent to Zee's current shareholders.
The combined firm will be led by Zee's Goenka as CEO, with Sony appointing the majority of the board of directors.