Gaurav Mercantile, a company where Raghav Bahl and Ritu Kapur are the promoters, has announced the acquisition of the digital content business, operated under brand name of 'The Quint', from Quintillion Media Private Limited, where also the two are ultimate beneficial shareholders as a related party.
The lumpsum purchase consideration is at an enterprise value of Rs 30.58 crore.
In a disclosure to BSE, Gaurav Mercantile said this is a related party and the acquisition will be as a going concern on a slump sale basis for a lump-sum consideration. The acquisition is subject to the approval of the shareholders.
As per the exchange filing, Raghav Bahl and Ritu Kapur are common directors in Gaurav Mercantile and Quintillion Media Private Limited.
In addition, Raghav Bahl and Ritu Kapur, the promoters of Gaurav Mercantiles Limited collectively owning 66.42 per cent of the share capital, are the ultimate beneficial shareholders of Quintillion Media Private Limited.
Also, as a matter of good corporate governance it is also disclosed that Mohan Lal Jain, promoter of Gaurav Mercantile Limited, is a director on the Board of the holding company of Quintillion Media Private Limited, the filing said.
The transaction is being entered at arm length based on a fair valuation report of an independent valuer, supported by a fairness opinion from a Category Â- 1 Merchant Banker registered with the Securities and Exchange Board of India.
The lumpsum purchase consideration will be at an enterprise valuation of Rs 30.58 crore and an equity value of Rs 12.62 crore, adjusted in accordance with the terms of the draft Business Transfer Agreement (including closing adjustments), based on the fair valuation report of an independent valuer.
The Board of Directors approved the proposal to increase the borrowing powers of the Company and for creation of charge or mortgage or hypothecation against the assets or properties of the Company up-to Rs 100 crore in accordance with the provisions of Section 180 of the Companies Act, 2013, subject to the approval of the shareholders.
The Board of Directors approved the shifting of the Registered Office of the company from the State of Maharashtra to the National Capital Territory of Delhi and consequent amendment to Memorandum of Association of the Company, subject to the approval of the shareholders.
Quintillion Media Private Limited is a private limited company engaged in the business of owning and _ operating diversified digital content platforms. Quintillion Media Private Limited presently operates digital content platforms under the following names viz. "The Quint", "The Quint Hindi" and "FIT".
The digital business had revenues of Rs 11.1 crore as per latest audited financial statements as at March 31, 2019.
The key advantages and effects of acquisition of the Digital Business are to give the company a strong foothold in the digital media business of the economy, enable the Company and its shareholders to reap benefits from projected growth in the digital media business going forward, the filing by Gaurav Mercantile said.
Earlier, The Quint had asked nearly half its staff to go on a leave without pay.
"In these circumstances, it is clear that our revenues will be under severe strain over the next 3-4 months, at least. During this time, The Quint’s primary objectives should be: a) For everybody to stay healthy. b) For our young operation to survive this period and live to fight another day. That can happen if we take emergency actions, measures only used in the ‘rarest of rare’ situations, measures that may constrain us all, but may also help us stay afloat at a time like this," Raghav Bahl said.