According to the Competition Commission, the deal, which would create an entity with a combined turnover of over Rs 1,800 crore, is "not likely to have appreciable adverse effect on competition in India".
Reliance MediaWorks' proposed transfer of entertainment business to Prime Focus has been cleared by fair trade regulator CCI, paving the way for one of the biggest deals in this sector in the country.
According to the Competition Commission, the deal, which would create an entity with a combined turnover of over Rs 1,800 crore, is "not likely to have appreciable adverse effect on competition in India".
The multi-layered deal includes the infusion of Rs 120 crore by Reliance MediaWorks in Prime Focus for a 30.2 per cent stake-buy, while existing promoters of Prime Focus would also pump in a similar amount. In an order dated December 8 and made public today, the Competition Commission of India (CCI) observed that both the firms "provide film and media services and have horizontal overlaps" in segments like VFX services, post-production services and equipment rental services.
Clearing the deal, CCI noted that "the combined market shares of the parties are less than 10 per cent in each of VFX and post-production services. "Further, in equipment rental services, their composite market share is less than twelve per cent, which is also not significant".
The regulator also ruled out anti-competitive concerns on the basis that there were many players in these segments. Under the proposed combination Prime Focus would acquire all the fixed assets, current assets and current liabilities of the film and media division of Reliance MediaWorks.
These include state-of-the-art studio facility in Film City Mumbai, media back end facility in SEZ at Navi Mumbai, 100 per cent ownership of Los Angeles-based digital film restoration firm Lowry Digital and debt of Rs 200 crores.
Further, Reliance Mediaworks would purchase around 30.24 per cent stake in Prime Focus and additionally acquire 7.72 per cent shareholding in the company by the promoters, through Monsoon Studio Private Ltd -- a company wholly owned by them -- by way of a preferential allotment for cash.
Besides, an open offer would also be made to acquire up to 26 per cent of the equity share capital of Prime Focus. The deal was announced on July 2 this year, following which the parties had approached the fair trade regulator in August.
Prime Focus stock price
On December 10, 2014, Prime Focus closed at Rs 50.80, up Rs 0.10, or 0.20 percent. The 52-week high of the share was Rs 58.35 and the 52-week low was Rs 25.40.
The company's trailing 12-month (TTM) EPS was at Rs 2.15 per share as per the quarter ended September 2014. The stock's price-to-earnings (P/E) ratio was 23.63. The latest book value of the company is Rs 24.33 per share. At current value, the price-to-book value of the company is 2.09.
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