Adani Group's 'Hostile' Takeover Bid For NDTV: How A Loan Taken In 2009-10 Paved The Way

Adani Group on Tuesday (23 August) announced it acquired 29.18 per cent stake in New Delhi Television Limited (NDTV), and said it will launch an open offer as required by the Securities and Exchange Board of India (SEBI) to buy another 26 per cent in the company.

The announcement came as Vishvapradhan Commercial Private Limited (VCPL), a newly acquired wholly owned subsidiary of Adani Group's AMG Media Networks Limited (AMNL), exercised the rights to acquire 99.5 per cent of the equity shares of RRPR Holding Private Limited, a promoter group company of NDTV.

After exercising the rights, AMNL also announced an open offer for buying another 26 per cent stake in the Television network.

Responding to the development on Tuesday, NDTV said that the acquisition was executed without any input from, conversation with, or consent of NDTV founders Prannoy Roy and Radhika Roy.

Radhika and Pranav Roy continue to hold 32.26 per cent stake in NDTV.

Meanwhile, RRPRH, which owns 29.18 per cent of NDTV, has been told to transfer within two days all its equity shares to VCPL.

What's behind Adani's 'hostile' takeover bid

The VCPL had in 2009 and 2010 loaned Rs 403.85 crore to NDTV promoter company RRPR Holding Pvt Ltd.

RRPR Holding, which was a promoter group entity and then held only 7.56 per cent stake in NDTV, took the loan on behalf of NDTV from VCPL in two tranches (Rs 350 crore in July 2009 and another Rs 53 crore in January 2010).

Against this interest-free loan, RRPR issued warrants to VCPL entitling it to convert them into a 99.9 per cent stake in RRPR.

VCPL had raised funds from Reliance Strategic Ventures, a wholly-owned subsidiary of Mukesh Ambani-led Reliance Industries Ltd, to extend the loan to RRPR, reports Indian Express.

The loan agreement also required Prannoy Roy and Radhika Roy, who together held 55.5 per cent in NDTV at the end of June 2009, to transfer some of their shares to RRPR Holdings.

Due to these terms, RRPR Holdings’ stake in NDTV increased to 29.18 per cnet by January 2010.

Not the first time the loan haunted Roys

Earlier, Roys landed into trouble with the Securities and Exchange Board of India (SEBI) due to the said loan as the board found NDTV promoters guilty of not disclosing the terms of the VCPL loan to investors.

The same loan has now become the reason for an apparent 'hostile' takeover bid for NDTV by the Gautam Adani led Adani Group.