Seven law firms act on USD8.5bn Reliance-Viacom18-Disney JV

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Seven law firms have assisted in securing binding agreements between Reliance Industries and Viacom18 Media and the Walt Disney Company to establish a joint venture conglomerate in India valued at USD8.5 billion.

The JV will see a merger between Viacom18’s media assets and Star India. In addition, Reliance has agreed to invest at closing INR115 billion (USD1.4 billion) into the JV for its growth strategy.

Shardul Amarchand Mangaldas & Co (SAM) advised Reliance Industries and Viacom18 Media on the strategic joint venture with Disney.

Managing partner Pallavi Shroff led the SAM transaction team, with partners Iqbal Khan, Puja Sondhi, Shivangi Sharma Talwar and Shashank Mishra. Principal associates Pooja Thomas and Ashid Basheer, and senior associate Akshi Rastogi also assisted.

The general corporate, regulatory, litigation, real estate, employment, insurance, intellectual property and data protection teams supported the transaction group.

Khaitan & Co counselled Reliance Industries and Viacom18 Media, with partners Haigreve Khaitan, Kartick Maheshwari, Deepak Jodhani, Mehul Shah and Tanu Banerjee leading the team. Partner Rahul Dutt, along with principal associates Gautam Suseel Ishan Johri, and senior associate Tanya Singh Shah, also gave support.

The competition law, technology, media and entertainment, intellectual property and due diligence teams assisted as well.

Skadden, Arps, Slate, Meagher & Flom worked as international counsel to Reliance Industries and Viacom18 Media.

JSA advised Paramount Global, which previously held a stake in Viacom18 Media, on this transaction. Paramount divested its Viacom18 stake to Reliance Industries as part of the JV. Partners Lalit Kumar and Bharati Joshi led the transaction team.

AZB & Partners acted for Disney, advising on the Indian law aspects. Managing partner Zia Mody and partner Roxanne Anderson led the team.

Cleary Gottlieb was the lead outside counsel for Disney on the transaction. The team consisted of partners Tihir Sarkar, Nallini Puri, Dan Tierney, and associate James Soussa from the firm’s London M&A group. Covington & Burling also counselled Disney.

Under the terms of the strategic joint venture, Reliance, which holds 75% of Viacom18 Media, intends to inject USD1.4 billion, which will be used to bolster the conglomerate’s position in the Indian market. It signals a significant move in the media landscape aimed at capitalising on emerging opportunities.

The deal underscores the ongoing evolution and consolidation within the industry, with key players strengthening their market presence and driving growth.

After completion of the deal, Reliance Industries, with a 16.34% stake and Viacom18 Media’s 46.82%, will assume control of the joint venture, while Disney will have 36.84%.

Disney may also contribute certain additional media assets to the JV, subject to regulatory and third-party approvals. The JV will also be granted exclusive rights to distribute Disney films and productions in India, with a licence to more than 30,000 Disney content assets.

The transaction is subject to regulatory, shareholder and other customary approvals. It is expected to be completed in the last quarter of 2024 or the first quarter of 2025.

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