Forbes World's fourth richest man Gautam Adani-led Adani Group on Tuesday announced that it has acquired a 29.18 percent stake in prominent electronic and digital media NDTV. In an official media release on Tuesday, the Adani Group said that its flagship Adani Enterprises Ltd’s subsidiary AMG Media Networks Ltd bought Vishvapradhan Commercial Pvt Ltd (VCPL), which had in 2009 and 2010 loaned Rs 403.85 crore to NDTV promoter company RRPR Holding Pvt Ltd. RRPR Holding was owned by Radhika and Prannoy Roy (Founders of the NDTV). Furthermore, the Adani group also announced that it will launch an open offer to buy another 26% of NDTV’s shares.
Although Adani Group 'indirectly' acquiring NDTV's 29.18 percent share was still worth taking, however, its announcement that it will launch an open offer to buy another 26% of NDTV’s shares became the talking point of India and the world. The open offer by the Adani Group will give them majority control over the NDTV, which is also considered to be a staunch critic of the Modi Government. Notably, billionaire Gautam Adani on multiple occasions has been termed a close aide to Prime Minister Narendra Modi apart from Reliance owner Mukesh Ambani by the opposition and a section of media. And Adani getting a majority stake in NDTV has feared a section of media that the organisation might be forced and lose their free hands while doing an 'anti-Modi' story.
Here's the inside story of the Adani-NDTV takeover story
Notably, Adani's interest in acquiring majority ownership of NDTV is not new as in the past 1-year multiple reports and speculations had gone viral that India's richest man had discussed with the Roys. However, in Septem 2021, NDTV issued a statement refuting that the owners and Adani are discussing the takeover of the media firm. NDTV in its statement had said that the organisation was 'not in discussions now, nor has been, with any entity for a change in ownership or a divestment of any sort' and the 'founder-promoters, Radhika and Prannoy Roy, who are both journalists, own 61.45 percent of the company and remain in control of it'.
Furthermore, the NDTV had sent a clarification letter to the BSE and also to a query of a journalist on social media refuting that NDTV's founder-promoters were selling their stake held through RRPR Holding Private Limited.The news media organisation had stated that Radhika and Prannoy Roy are not in discussions now, nor have been, with any entity for a change in ownership or divestment of their stake in NDTV. 'They individually and through their company, RRPR Holding Private Limited, continue to hold 61.45% of the total paid-up share capital of NDTV'," the media organisation had said.
However, after Adani Group's announcement of acquiring the stake, NDTV issued a statement that it was acquired without consultation or any prior information to the founders. In a notice to stock exchanges, NDTV said the acquisition was executed without any input from, conversation with, or consent of NDTV founders Prannoy Roy and Radhika Roy. The two continue to hold 32.26 percent in NDTV.
Notably, VCPL’s loan agreement with RRPR had attracted regulatory ire with SEBI launching an inquiry in 2017. In its order passed in June 2018, the market regulator had noted that RRPR (Owned by the Roys) had taken the loan from VCPL to repay its previous loan of Rs 375 crore to ICICI Bank, which in turn was taken to repay a Rs 540 crore loan taken from Indiabulls Financial Services in December 2008. This order was, however, quashed by the Securities Appellate Tribunal in July this year. Decoding this in layman's language, another report explained that in 2009, Radhika and Prannoy Roy took a corporate loan of Rs 403.85 crore on behalf of RRPR from VCPL, granting it rights to 99.99 percent shares of RRPR if it wished.
Currently, Adani has offered to pay Rs 294 per share in the open offer, which works out to Rs 492.8 crore for 26 percent shares. Meaning if Adani does acquire these 26 percent shares, he will get a 55 percent stake in the company for a little over Rs 605 crore. While the Roys together still holds around 32 percent of NDTV’s shares, which is more than what Adani will own through VCPL, Adani can emerge out to be the new owner of NDTV by buying the shares in the open offer.