A deft legal maneuver helped Gautam Adani cement majority stake in NDTV

A deft legal maneuver helped Gautam Adani cement majority stake in NDTV

The sweetener offered by billionaire Gautam Adani’s conglomerate to the once-defiant founders of New Delhi Television Ltd. could test India’s takeover regulations that require all shareholders to be paid the same price by an acquirer.

Founders Prannoy Roy and Radhika Roy will sell 27.26% of their equity in NDTV to Adani-controlled RRPR Holding Pvt. at as much as 460.53 rupees per share, according to a filing Friday. If the Roys do receive this price, it would be a 57% mark up to what minority shareholders received in an open offer that closed Dec. 5.

Regulations require that all exiting shareholders should be paid the same price. However, since the Adani-Roy share transfer will be through vehicles linked to the company’s owners, it is exempt from the takeover rules and is allowed to pay the premium. Adani Group can start buying the Roys’ shares on or after Dec. 30 to boost their stake in NDTV to 64.7%.

While the deft legal move shows the ingenuity of the tycoon and his dealmakers in clinching acquisitions — Adani’s entry into NDTV four months ago was also via an indirect route — it could invoke the regulator’s scrutiny on grounds that it is unfair to common shareholders.

An Adani spokesperson declined to comment on the price the Roys will be paid. The Roys didn’t respond to an emailed query.