PVR board approves merger of INOX Leisure with co

PVR Ltd (transferee company) on Sunday said its board of directors has approved a scheme of amalgamation of INOX Leisure Limited (transferor company) into and with the company.

The board of INOX also approved the merger scheme.

“The board of the company has also approved the execution of a merger co-operation agreement between the transferor company, the transferee company, GFL Limited, INOX Infrastructure Limited, Pavan Kumar Jain, Siddharth Jain, Ajay Bijli and Sanjeev Kumar (merger co- operation agreement) which sets out the manner of effecting the proposed amalgamation contemplated under the scheme, the representations and warranties being given by each party and the rights and obligations of the respective parties, “PVR said in an exchange filing.

Both PVR and INOX are public listed companies engaged in cinema exhibition, related food and beverages and allied activities.

“The proposed amalgamation would be in the best interest of the transferee company and the transferor company and their respective shareholders, employees, creditors and other stakeholders …,” the filing said.

It said the amalgamation will result in consolidation for the long-term sustainability of the business; create value for stakeholders including respective shareholders, customers, lenders and employees as the combined business would benefit from increased scale, innovations in technology and expanded reach with increased growth opportunities, higher cross selling opportunities to a larger base of customers, improvement in productivity and operational efficiencies, amongst others; and accelerate growth and expansion into Tier-2 and Tier-3 cities and take modern multiplex experience across more states and towns across India.

The amalgamation will be subject to approval by the shareholders of INOX and PVR, stock exchanges, SEBI and other regulatory approvals as may be required, the companies said in a joint release.

The share exchange ratio for the amalgamation will be three shares of PVR for 10 shares of INOX.

Post 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.

“Pavan Kumar Jain would be appointed as the non-executive chairman of the Board. Ajay Bijli would be appointed as the managing director and Sanjeev Kumar would be appointed as the executive director. Siddharth Jain would be appointed as non-executive non-independent director in the combined entity, “the release said.

(More details to follow)

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