Videocon d2h to quit NASDAQ as Dish TV merger nears finishing post
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Rebecca Hawkes
| 15 March 2018

Indian direct-to-home (DTH) TV operator Videocon d2h has announced its intention to cease trading shares on Nasdaq 'on or about 5 April 2018', as it finalises its amalgamation with Dish TV India.

A Videocon statement has confirmed that the long-awaited merger between the two companies is set to become effective on or about 22 March 2018, upon the filing with the Registrar of Companies, Maharashtra, of the order of the court approving the scheme by both the DTH firm and Dish TV.

Videocon d2h’s merger with the Essel Group-owned DTH platform Dish TV was first announced in November 2016. Under the agreement, Dish TV shareholders will own 55.4% of the new entity, while Videocon d2h shareholders will hold the remaining stake of 44.6%. The amalgamation will create a DTH company valued at around US$2.4 billion, serving a combined subscriber base of 29 million. It will be second largest DTH operator in the world, after DirecTV of the US.

Videocon d2h has announced it will now voluntarily delist its American Depositary Shares (ADSs) from Nasdaq, with the last day of share trading expected to be 4 April. It will then deregister with the US Securities and Exchange Commission and seek termination of its reporting obligations under the Securities Exchange Act of 1934. While delisting is effective as soon as the relevant form is filed, deregistration becomes effective 90 days later.

“All outstanding equity shares of Videocon d2h, including equity shares underlying the ADSs, will be mandatorily exchanged for new equity shares of Dish TV. Dish TV is expected to be subsequently renamed Dish TV Videocon Limited,” said Videocon d2h.

Videocon d2h added that its ADS holders will receive new Global Depositary Receipts (GDRs), each GDR representing one equity share of Dish TV – unless they elect to receive equity shares of Dish TV in lieu of GDRs. After 20 March 2018, holders of Videocon d2h ADSs will not be able to surrender their ADSs in exchange for equity shares of Videocon d2h.

Application has been made for the GDRs to be admitted to trading on the Professional Securities Market of the London Stock Exchange.

The companies currently anticipate the new Dish TV equity shares and GDRs will be allotted and issued on or about 5 April 2018, at which time the outstanding Videocon d2h ADSs will be exchanged for new Dish TV GDRs.

It is expected that the new equity shares of Dish TV will be admitted for listing and trading in India on or about 10 April 2018.