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Videocon d2h to delist from Nasdaq in connection with DISH TV merger

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Videocon d2h to delist from Nasdaq in connection with DISH TV merger

As expected, Videocon d2h will voluntarily delist its American depositary shares from the Nasdaq Global Market, as well as deregister with the U.S. Securities and Exchange Commission, as part of its merger deal with Dish TV India Ltd.

The delisting is expected to take effect on or about Jan. 3, 2018, after close of business, Videocon said in a press release.

Pursuant to the merger agreement, all outstanding equity shares of Videocon, including equity shares underlying the ADSs, will be exchanged for new equity shares of Dish TV, which will be renamed Dish TV Videocon Ltd.

Holders of Videocon d2h ADSs will receive new global depositary receipts, or GDRs, that represent 1 equity share of Dish TV, exchanged at a rate of about 8.07331699 new GDRs for each Videocon d2h ADS.

Holders may also choose, instead, to receive equity shares of Dish TV in lieu of GDRs by canceling their Videocon d2h ADSs, based on a share exchange ratio of 2.01832925 new equity shares of Dish TV for every 1 equity share of Videocon d2h and each Videocon d2h ADS shares representing 4 equity shares of Videocon d2h. Those with fractional GDRs would not be distributed and will be receiving cash instead.

The new Dish TV equity shares and GDRs is expected to be allotted and issued on or about Jan. 4, 2018, while Videocon d2h ADS shares is anticipated to continue trading until the close of trading the day before the GDR effective date, which is on or about Jan. 3, 2018.

New Dish TV GDRs, subject to the UK Listing Authority's approval, will be admitted to trading on the Professional Securities Market of the London Stock Exchange on the first London trading day following the GDR Effective Date, which is on or about Jan. 5, 2018.

Holders of Dish TV GDRs, however, will not be able to give up their GDRs in exchange for Dish TV equity shares until the date that new equity shares of Dish TV are admitted for listing and trading in India, which is anticipated to be on or about Jan. 24, 2018.

Additionally, Videocon d2h ADS holders who would prefer to cancel their ADSs and receive equity shares of Dish TV will also not be able to trade the new equity shares of Dish TV that they will receive until the date the new Dish TV equity shares are admitted for listing and trading in India.

The Dish TV-Videocon merger received the final approval from the Indian government Dec. 15.