The Board of Directors of PVR Limited (PVR) and the Board of Directors of INOX Leisure Limited (INOX), at their respective meetings held today, announced and approved an all-stock amalgamation of INOX with PVR.
The amalgamation will be subject to the approval of the shareholders of PVR and INOX respectively, stock exchanges, SEBI, and such other regulatory approvals as may be required.
After the merger, the promoters of INOX will become co-promoters in the merged entity along with the existing promoters of PVR. Upon effectiveness of the scheme, the Board of Directors of the merged company would be re-constituted with total board strength of 10 members and both the promoter families having equal representation on the Board with 2 board seats each.
Ajay Bijli would be appointed as the Managing Director and Sanjeev Kumar would be appointed as the Executive Director. Pavan Kumar Jain would be appointed as the Non- Executive Chairman of the Board. Siddharth Jain would be appointed as Non-Executive Non-Independent Director in the combined entity.
The combined entity will be named PVR INOX Limited and the branding of existing screens will continue as PVR and INOX respectively. New cinemas opened post the merger will be branded as PVR INOX.
SSPA & Co, Chartered Accountants and Drushti Desai, Registered Valuer, Partner at Bansi S. Mehta & Co., the Independent Valuers appointed by PVR and INOX respectively, have recommended a share exchange ratio, which has been accepted by the respective Boards.
Axis Capital Limited provided a Fairness Opinion to PVR on the share exchange ratio while Ernst & Young Merchant Banking Services LLP provided the Fairness Opinion to INOX. Accordingly, INOX shareholders will receive 3 shares in PVR for 10 shares of INOX.
After the merger, PVR Promoters will have a 10.62% stake while INOX Promoters will have a 16.66% stake in the combined entity.