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India – CCI Approves Combination Between Prime Focus Ltd. And Reliance Media.

13 January, 2015

 

 

On December 8, 2014, CCI approved the proposed combination between Prime Focus Limited (‘PFL’) and Reliance Media Works Limited (‘Reliance Media’) (together referred to as ‘Parties’) pursuant to a binding term sheet entered into between Reliance Media and the current promoters of the PFL (‘Promoters’) which triggered an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 whereby Reliance Media and Promoters would acquire up to 30.24% and 7.72% share capital of PFL respectively.


The proposed combination being a composite transaction involved, amongst other things, various inter-related and inter-dependent steps: (i) acquisition by PFL of assets and liabilities of the film and media division of Reliance Media; (ii) acquisition by Reliance Media of approximately 30.24% of equity share capital of PFL; (iii) acquisition of approximately 30.24% of equity share capital of PFL, by the Promoters through Monsoon Studio Private Limited, a company wholly owned by them, by way of preferential allotment of shares; and (iv) acquisition of up to 26% of equity share capital by PFL by way of open offer.


PFL is a public listed company engaged in business of film and media services and provides equipment rental services, several post production services, ClearTM and other technical and creative services to the media and entertainment industry in India and abroad. Reliance Media, an unlisted company, is active in entertainment and media industry in India with presence across several businesses.


CCI observed that there was a horizontal overlap in the three segments of: (i) VFX services, (ii) post-production services and (iii) equipment rental services. CCI further noted that, in respect of VFX and post-production services, due to the absence of significant transport costs and regulatory constraints and presence of end-customers in several regions of world, the relevant geographic market would be whole of India. But for equipment rental services, CCI identified, significant transport costs, logistics and risks for the customers and vendors were involved. However, CCI considered the geographic proximity not the sole factor for determining suitability of service provider over the other and other factors like technology and hiring costs were taken to be equally relevant.


Combined market shares of the Parties were identified to be less than 10% in VFX and post production services and less than 12% in equipment rental services, indicating significant share of other market players like Parna Studios, Red Chillies Entertainment Ltd., Real Impact Private Limited and others.


In light of the assessment of the above factors, CCI concluded that the proposed combination is not likely to have an adverse effect on competition in India and approved the same.

 

AZB

 

For further information, please contact:

 

Zia Mody, AZB & Partners
zia.mody@azbpartners.com

 

Abhijit Joshi, AZB & Partners 
abhijit.joshi@azbpartners.com

Shuva Mandal, AZB & Partners 
shuva.mandal@azbpartners.com

 

Samir Gandhi, AZB & Partners
samir.gandhi@azbpartners.com

Percy Billimoria, AZB & Partners 
percy.billimoria@azbpartners.com

 

Aditya Bhat, AZB & Partners 
aditya.bhat@azbpartners.com

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