With an idea to hold 55.18 percent stake in New Delhi Television Ltd (NDTV), the Adani group has issued an open offer for 26 percent stake in the news channel at Rs 294 for a share with a face value of Rs.4.

The total outlay for 26 percent, or 16,762,530 fully paid up equity shares of NDTV – if the offer is accepted in full – will be about Rs 483 crore for the Adani group.

According to Adani group, the stake acquisition will be in two modes.

Firstly, it will be through Vishvapradhan Commercial Private Ltd (VCPL). And then VCPL, its wholly-owned parent AMG Media Networks and Adani Enterprises Ltd (persons acting in concert).

According to AMG Media Networks, its subsidiary VCPL has exercised its rights to acquire 99.5 percent of equity shares of RRPR Holding Private Ltd, a promoter group company of NDTV.

The VCPL holds 1,990,000 warrants of RRPR Holding entitling it to convert them into 99.99 percent stake in the latter.

The VCPL has exercised its option in part, resulting in acquisition control of RRPR Holding – 1,990,000 equity shares or 99.50 percent.

RRPR Holding holds 29.18 percent stake in NDTV which has three national television channels.

VCPL, along with AMNL and AEL (persons acting in concert), will launch an open offer to acquire up to 26 per cent stake in NDTV, in compliance with the requirements of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The VCPL, at its sole discretion, may exercise the balance warrants to acquire up to 99.99 per cent of the equity share capital of RRPR Holding at any time and in such manner as it may deem fit.

“This acquisition is a significant milestone in the journey of AMNL’s (AMG Networks) goal to pave the path of new age media across platforms,” AMG Media Networks Ltd Sanjay Pugalia said.

“AMNL seeks to empower Indian citizens, consumers and those interested in India, with information and knowledge. With its leading position in news and its strong and diverse reach across genres and geographies, NDTV is the most suitable broadcast and digital platform to deliver on our vision. We look forward to strengthening NDTV’s leadership in news delivery,” he added.

AMNL, a wholly-owned subsidiary of Adani Enterprises, houses the media business of the Adani Group.

As per BSE, NDTV has three promoter shareholders (Prannoy Roy 15.94 per cent, Radhika Roy 16.32, RRPR Holding 29.18) holding 61.45 per cent stake and the balance 38.55 percent is with the public.

NDTV denies consent of Founders

In a curious turn of events, NDTV has said that without any discussion with the New Delhi Television Limited (NDTV) or its founder-promoters, a notice has been served upon them by Vishvapradhan Commercial Private Limited (VCPL), stating that it (VCPL) has exercised its rights to acquire 99.50 per cent control of RRPR Holding Private Limited (RRPRH), the promoter-owned company that owns 29.18 percent of NDTV.

Does this then translate into a hostile takeover?

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. RRPRH, which owns 29.18 percent of NDTV, has been told to transfer within two days all its equity shares to VCPL,” NDTV said in a regulatory filing.

NDTV is a leading media house which has pioneered the delivery of credible news for over three decades. The company operates three national news channels — NDTV 24×7, NDTV India and NDTV Profit. It also has strong online presence and remains one of the most followed news handles on social media with more than 35 million followers across various platforms.

NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and net profit of Rs 85 crore in FY22 with negligible debt.