Invesco's double standards exposed by ZEEL MD & CEO Punit Goenka

It's been already out in the open that Invesco has been trying to illegally take over Zee Entertainment Enterprises Limited (ZEEL). Now, in the latest development, Punit Goenka, MD and CEO of ZEEL, has exposed the double standards of Invesco to the ZEEL board and to the world.

ZEEL informed BSE, NSE that the board of directors of the Company (Board) held a meeting today, on 12 October 2021, to consider a note addressed to them, by the managing director (MD) and chief executive officer (CEO) of the Company, Mr. Punit Goenka (Board Note).  

The Board Note explained certain events that transpired between Mr. Punit Goenka and Mr. Aroon Balani and Mr. Bhavtosh Vajpayee, representatives of Invesco Developing Markets Fund (formerly Invesco Oppenheimer Developing Markets Fund) and OFI Global China Fund LLC (collectively, Invesco).

इन्वेस्को मामले पर ZEEL बोर्ड की बैठक
पुनीत गोयनका ने इन्वेस्को के दोहरे मानदंडों को बेनकाब किया
आज ZEEL बोर्ड की बैठक में प्रजेंटेशन
गोयनका, इन्वेस्को प्रतिनिधियों के बीच हुई बात पर प्रजेंटेशन
इन्वेस्को के प्रतिनिधि अरुण बलोनी भी शामिल#DeshKaZee | @ZEECorporate pic.twitter.com/czuVqUPMw2

— Zee Business (@ZeeBusiness) October 12, 2021

The letter to the exchanges, says, "According to the Board Note, a deal was presented by Mr. Aroon Balani and Mr. Bhavtosh Vajpayee, representatives of Invesco, to Mr. Punit Goenka in February 2021, involving the merger of the Company and certain entities owned by a large Indian group (Strategic Group). As per the deal presented to Mr. Punit Goenka, upon
completion of the aforesaid merger, the Strategic Group would have held a majority stake in the merged entity (the Merged Entity) and Mr. Punit Goenka would have been appointed as the MD&CEO of the Merged Entity," the filing revealed."

It further says, "Punit Goenka expressed his apprehension to Invesco that as the merging entities of the Strategic Group were over-valued, it would result in a loss to the stakeholders
of the Company."

Moreover, the filing note reveals, "In response, Invesco told Mr. Punit Goenka that the valuations of the entities belonging to the Strategic Group had been unilaterally "agreed" by Invesco, there was no room for further negotiations on the commercial terms of the deal and no data would be forthcoming to diligence and verify the valuation being attributed to the entities belonging to the Strategic Group. The Company's management team informed the Board that in their considered view, the valuation attributed to the entities belonging to the Strategic Group could have been inflated by at least INR 10,000 crores. This would mean that if the proposed deal would have been approved, the shareholders of the Company would have suffered a loss of at least INR 10,000 crores."

"When Mr. Punit Goenka expressed governance concerns in relation to the deal (especially surrounding the valuation gaps in the merging entities of the Strategic Group)' he was informed by Invesco that the deal would be consummated with or without him, even though Invesco believed that he was best suited to lead the Merged Entity and his absence would erode shareholder value. Invesco time and again reminded Mr. Goenka that if he were to refuse to progress the deal, he and his family would lose out," ZEEL said.

"The promoter group of the Company was being offered 3.99% shareholding of the Merged Entity i.e. no dilution in the existing stake of the promoter group of the Company, and Mr. Goenka was further offered employee stock options (ESOPs) (with no vesting conditions), representing approx. 4% of the shareholding of the Merged Entity. Accordingly, the existing promoter group of the Company along with Mr. Goenka would have held up to 7-8% in the Merged Entity."

OFI ग्लोबल चाइना फंड के भवतोश वाजपेयी भी थे
भारत के एक बड़े 'स्ट्रैटेजिक ग्रुप' के साथ मर्जर की पेशकश
पुनीत गोयनका के सामने पेश की गई थी योजना
'स्ट्रैटेजिक ग्रुप' का वैल्यूएशन बढ़ाचढ़ा दिखाया गया#DeshKaZee | @ZEECorporate pic.twitter.com/EDHGCGog2C

— Zee Business (@ZeeBusiness) October 12, 2021

"Invesco's stance in their Open Letter that they "will firmly oppose any strategic deal structure that unfairly rewards select shareholders, such as the promoter family, at the expense of ordinary shareholders", runs contrary to the very deal Invesco was proposing itself a few months ago. Accordingly, public securities markets have been misinformed by Invesco."

"Demonstrating their continued faith in Mr. Goenka's leadership and the Board's handling of the various governance related matters, Invesco voted in favour of the reappointment of Mr. Punit Goenka as the MD&CEO of the Company, as recently as September 2020."

The note further concluded, "The Board also took note of an open letter issued on 11 October 2021, by Mr. Justin M. Leverenz, the Chief Investment Officer of Invesco Developing Markets Equities, on behalf of Invesco (Open Letter). The Board will separately respond to certain unjustified comments made in the Open Letter. Accordingly, the Board is constrained to conclude that Invesco's actions over the past few weeks, have been motivated by circumstances that are extraneous to the Company's business or performance, or issues of corporate governance or public interest. "