The Competition Comission of India (CCI) approved the Rs 70,350 crore merger between Reliance Industries and Disney’s Indian media assets, which are subject to specific voluntary modifications. Speaking on the merger, Karan Taurani, Senior Vice President, Elara Capital commented, “We believe the merger of Viacom18 and Star India will have a big impact on the entire M&E ecosystem as the combined entity will command a huge market share. The merger will create a large media juggernaut with 108+ channels (Star India has 70+ TV channels in 8 languages whereas Viacom has 38 TV channels in 8 languages), two large OTT apps (Jio Cinema and Hotstar) and two film studios (one each of Reliance and Disney India). Large market opportunity (TAM) for the merged company, as India’s M&E market."
The transaction values the JV at INR 704bn (~USD 8.5bn) on a post-money basis, excluding synergies. Post completion of the above steps, the JV will be controlled by RIL which would have a 53% stake through cash infusion and its subsidiaries, whereas a 36.8% stake will be held by Disney. Disney may also contribute certain additional media assets to the JV, subject to regulatory and third-party approvals. The JV will have over 750 mn viewers across India and will also cater to the Indian diaspora across the world. The JV will also be granted exclusive rights to distribute Disney films and productions in India, with a license to more than 30,000 Disney content assets, providing a full suite of entertainment options for the Indian consumer.
Deeper inroads into the Indian M&E ecosystem
Taurani further commented "We believe the merger of Viacom18 and Star India will have a big impact on the entire M&E ecosystem as the combined entity will command a huge market share. The merger will create a large media juggernaut with 108+ channels (Star India has 70+ TV channels in 8 languages whereas Viacom has 38 TV channels in 8 languages), two large OTT apps (Jio Cinema and Hotstar) and two film studios (one each of Reliance and Disney India). Large market opportunity (TAM) for the merged company, as India’s M&E market for print, TV and digital is at USD18bn in CY22, poised to post a CAGR of 8.2% over CY22-25 (Source: EY FICCI)."
Following the merger, the combined entity will dominate the Indian TV market, holding a 40% share in TV advertising, 44% in TV subscriptions, and 42% of the total TV market (as of FY23). Additionally, it is projected to capture around 34% of the digital OTT market in CY23 and have a 40% share of viewership among the top 10 TV channels (according to BARC). This consolidation between Reliance and Disney is likely to negatively impact other linear TV broadcasters, like Sun TV and Zee Sony, as they may struggle to maintain or grow their market share. The merged entity's focus on maximizing market share through increased investments in content, synergies, and enhanced marketing power poses challenges for individual broadcasters to compete and grow. With a large customer base across various genres, including regional genres and Urban GEC, the combined entity aims to dominate key markets, potentially leading to market share loss and challenges for other players, including the possibility of smaller channels shutting down.
A potential threat to global OTT giants
The merger of JioCinema and Hotstar poses a challenge for global OTT platforms, as India's market values bundling and is price sensitive. The combined entity can offer a comprehensive package including web series, movies, sports, originals, and a global catalogue. This bundled premium plan, possibly in collaboration with Jio's large subscriber base, may hinder the ability of global OTT platforms to raise Average Revenue Per User (ARPU).
Improved profitability prospects in the medium to long-term
As per Taurani, The merger may result in improved profitability for the combined entity as there may be a reduction in employee cost, production cost and marketing costs on the TV side and content costs, particularly on the OTT side, which could contribute to a more sustainable path to profitability over the medium to long term. Currently, both platforms are facing heavy losses due to high content costs, and Jio Cinema relies solely on AVOD without significant paid subscriber revenue. With the combination of Hotstar and JioCinema, the merged entity can enhance its subscription revenue by increasing subscription prices and attracting a larger subscriber base. Reliance may drive the entire business through Jio Platforms, with a significant influx of ad revenues in digital advertising. The digital advertising market, being a winner-takes-all business, heavily relies on scale. They may also have a pay-based mechanism via Jio Cinema/Hotstar at a larger scale which will propel healthy subscription revenue over the medium term
Monopoly in sports properties could lead to higher ad revenues
On the sports front, the merged entity is set to become monopolistic, with Disney and Jio collectively controlling approximately ~75-80% of the Indian sports market across both linear TV and digital platforms. This dominance in sports, primarily cricket, positions them to command a substantial share of the overall ad market. The combined entity will have lucrative sports properties like the Indian Premier League (both TV and digital), ICC cricket tournaments (both TV and digital), Wimbledon, Pro Kabaddi League, BCCI domestic cricket etc.
Telco customer retention and bundling
According to Taurani "There might be initiatives such as a Jio Prime offering, providing subscribers access to content at an affordable or even free price through last-mile resource and 5G wireless access. The company will have a big advantage of last mile with Jio having a subscriber base of more than 450mn smartphone users This will hit Bharti Airtel as it has tried to tie up with OTT players in the content ecosystem to offer value-add. Thus, Bharti Airtel may have to invest heavily in its content or shape partnerships with global OTT giants such as Netflix and Amazon or other OTT platforms to generate clout in the content ecosystem."
Synergy prospects
Taurani believes, "The ad revenue potential from IPL is expected to increase significantly with the merged entity having exclusive rights (TV+Digital) to IPL. This consolidation may result in bundled advertisement revenues, potentially mitigating the higher cost of IPL rights and reducing overall losses; due to IPL rights being split between TV and digital between two different platforms and digital platform offering IPL free, there was a big dent in the IPL revenues on TV, which could see some respite.
The merger is anticipated to bring about restructuring in employee costs, reduced production expenses, and lower advertisement costs for TV. These potential cost synergies could contribute to improved margins for the merged entity. On the sports side too, content costs may pare sharply for TV, digital over the medium to long term, given that fewer platforms may bid aggressively for expensive properties."
"Considering the critical role of technological advancements in the success of OTT platforms, the integration of Disney's technological expertise is expected to enhance the user experience on Jio Cinema.This improvement may subsequently drive higher subscriber numbers and revenue growth,” he said
Shareholding pattern of the merged entity
After the merger, the ownership structure of the combined entity will be as follows: Reliance will hold 53% stake through cash infusion, after acquiring Paramount’s balance stake and factoring TV18 and Viacom 18 stake in JV, which are RIL’s subsidiaries; Disney will hold 36.8%, whereas the Bodhi Tree (stake through Viacom18) /TV18 (ex of Reliance stake) will hold balance 6.2%/3.8% stake respectively.
Valuation
The joint entity, including cash infusion, is valued at INR 704bn. This valuation comprises INR 115bn in cash, INR 330bn for Viacom18 (including Jio Cinema) and the remaining INR 260bn (~USD 3.2bn) is the combined valuation of Star India and Hotstar.
Risks
While highlighting the risks of this merger Taurani commented "A below-par customer experience on the video apps despite a wide variety of content may not augur well in subscribers paying for the same; global OTT giants like Netflix have a very superior experience to command a premium ARPU". He further highlighted "Continuance of hefty losses of the merged entity over the near to medium term due to high costs sports properties (IPL, ICC tournaments & BCCI bilateral rights) could negatively impact valuation prospects for the merged entity"
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