March 27, 2023

When India’s richest man Gautam Adani unveiled plans for his firm to control a majority stake in New Delhi Television (NDTV) on Tuesday, it was the stealth approach in executing the transaction that drew most attention in the industry.

This is how the firm controlled by the Adani family went about planning the takeover along with NDTV’s options, outlined by lawyers.


At the heart of Adani Group’s two-stage plan to snap up a majority stake in is a little-known Indian company called Vishvapradhan Commercial Private Limited (VCPL), founded in 2008.

More than a decade ago, founders Radhika and Prannoy Roy took a Rs 400-crore loan from VCPL, and in exchange issued warrants that allowed the company to acquire a 29.18% stake in the group.

Those warrants were convertible at any time. said on Tuesday it had acquired VCPL and exercised those rights, which should give it the 29.18% stake.

said it has been given two days to transfer all the shares to the now Adani Group-owned VCPL.

Adani Group’s takeover bid is without NDTV’s consent, the organisation said in a statement hours after the announcement. Internally, an NDTV memo referred to the move as “entirely unexpected.”

The memo added the company was “in the process of evaluating next steps, many of which involve regulatory and legal processes,” without elaborating further.


Adani Group’s indirect control over a stake above 25% means it must put forward an open offer to purchase at least 26% more from existing shareholders to give them an opportunity to exit, according to Indian regulations.

Laying out its plan, the said the open offer will be at Rs 294 per NDTV share for a total consideration of up to Rs 493 crore. At the full take-up, this would give it 55.18% of the popular news network.

The price was at an unusual 20.5% discount to NDTV’s close of Rs 369.75, though shares had surged in the last month.


The day before Adani Group’s plans became public, NDTV said in a stock exchange disclosure that the Roy founders were not in talks with any entity for a change in ownership or a divestment of their stake in NDTV.

If the deal succeeds, the founding duo will hold around 32% of NDTV, the internal memo stated.


Although NDTV has said the move was without its consent, four lawyers who spoke to Reuters on Wednesday said that Adani Group is well within its legal rights in the deal process so far.

NDTV, they said, has limited options.

The founders could try to stall Adani Group’s bid by alleging breach of contract and approach an Indian court for relief, said one Indian law firm partner specialising in M&A transactions.

Another lawyer said NDTV should have seen this coming as its founders had issued warrants to VCPL years ago and there was always a possibility a company could execute them to acquire a stake.

One option would be for the owners to make their own open offer at a higher price to try to increase their stake.

(Only the headline and picture of this report may have been reworked by the Business Standard staff; the rest of the content is auto-generated from a syndicated feed.)

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