MUMBAI: After its mega announcement a few days ago about Prime Focus World merging with Double Negative to create the world’s largest independent, VFX, stereo conversion and animation company, one of the Ambani brothers has decided to step into the game as well.
Anil Ambani owned Reliance MediaWorks has bought shares in Prime Focus and merged itself with Prime Focus. The trio will now be the world’s largest and most integrated media services group with over 5500 people across 20 locations offering services such as visual effects, stereo 3D conversion, animation and cloud-based digital media solutions that transcend the film, advertising and television industries.
An announcement by the two companies to the BSE states that “the combination brings instant benefits to global clients, with new levels of creativity, technology innovation, truly integrated digital media services, unmatched scale, financial stability and sustainability.”
The new group will also have the world’s first hybrid cloud-enabled media enterprise resource planning. This unique platform virtualises the content supply chain and helps broadcasters, studios, brands, sports and digital businesses manage their business of content by driving creative enablement, enhancing ecosystem efficiencies and sustainability, reducing costs and realising new monetisation opportunities.
Reliance MediaWorks and the promoters of Prime Focus, Naresh and Namit Malhotra will each infuse fresh equity capital of Rs 120 crore into Prime Focus at Rs 52 per share through a preferential allotment, aggregating Rs 240 crore. The equity process will also be used to fund the merger of Prime Focus and Double Negative.
The India and overseas operations of Reliance MediaWorks’ film and media services business will be combined with Prime Focus through a slump sale which means transferring of the whole or part of a business undertaking that is capable of carrying out operations independently for a lump sum consideration without assigning values to individual assets and liabilities. After that, the net consideration will be paid in the form of fresh equity shares of Prime Focus valued at the same share price.
Once the preferential allotment and business combination is done, the shareholding of the Prime Focus’ promoters will come down from 41.48 per cent to 33.5 per cent and Reliance MediaWorks will be 30.2 per cent. The mandatory open offer in Prime Focus has also been announced to the extent of 26 per cent of the fully diluted share capital of Prime Focus at Rs 52 per share as well.
Through this combination, Prime Focus’ will get access to one million square feet of facilities in Film City, Mumbai, 30 per cent stake in Hollywood VFX house- Digital Domain and 100 per cent ownership of LA based digital film restoration firm Lowry Digital.
Reliance Capital states that it wants to primarily focus on its financial services and align its noncore investments with successful entrepreneurs.
Namit Malhotra will be the executive chairman and global CEO of Prime Focus Group. Says he, “This is a very exciting time in the life of Prime Focus. From being able to partner the world’s finest visual effects provider Double Negative, to having the Reliance Group come on board, to help mobilise our strategy in building the bridge between the west and the east. I am very confident about the benefits this combination brings to all our customers, employees and stakeholders worldwide.”
Speaking on the deal, Reliance Group group managing director Amitabh Jhunjhunwala said, “We are hugely excited about the transformational growth opportunity created by the powerful combination of the global film and media services business of Reliance MediaWorks and Prime Focus. Namit is an enormously passionate leader, who has created and run a highly successful global media services business. We are delighted to have the opportunity to support Prime Focus as the company moves to the next orbit of growth under Namit’s dynamic and ‘turbo-charged’ leadership.”
Reliance MediaWorks CEO Venkatesh Roddam said that this was a natural and synergistic combination to optimise resources. “We are very pleased to combine our global film and media services business with Prime Focus. This will create enhanced value and new opportunities for all stakeholders, including customers in India and overseas and our dedicated team of people.”
Commenting on the new media house creation, Reliance Capital CEO Sam Ghosh said, “The proposed transaction reflects a significant step forward in Reliance Capital's strategy of unlocking value from its investments in sectors other than financial services. We intend to partner and align ourselves with successful entrepreneurs like Namit Malhotra of Prime Focus, who has established high growth businesses, and we will support them in their endeavours to attain global leadership and excellence in their chosen areas of core expertise. This strategy will free up management bandwidth and resources in Reliance Capital, enabling us to singularly focus on, and further accelerate growth in, our core business of asset management, life and non-life insurance, broking and distribution, commercial finance and related sectors in financial services.”
Similar discussions are underway in relation to unlocking of value from other investments made by Reliance Capital in areas outside financial services, and further announcements will be made at the appropriate stage.
Some of the works handled by the trio include: The Dark Knight Trilogy, Transformers 4, Inception, Gravity, Harry Potter and Avatar. The deal between Reliance MediaWorks and Prime Focus brings integrated services to the Bollywood industry from equipment rental and shooting stages up to final digital distribution.
EY India was the exclusive advisor to Reliance MediaWorks for the transaction and Centrum Capital was the exclusive advisor to Prime Focus. The transaction is expected to go on for a couple of weeks.
Reliance MediaWorks and Prime Focus’s wholly owned company Monsoon Studio has taken 2,30,76,923 equity shares. 6,73,07,692 shares will be given via the open offer.
