RIL-Disney to divest seven channels, won’t bundle ad slots for cricket

New Delhi | Mumbai: Reliance Industries and Walt Disney will divest seven TV channels, including Star Jalsha Movies, Colors Marathi and Hungama, and desist from bundling TV and OTT ad slots for major cricketing events as part of the remedial measures to allay the antitrust regulator’s concerns over a $8.5-billion merger of their media assets in the country.

According to the Competition Commission of India’s (CCI’s) detailed order published on Tuesday, the companies will also transfer voting rights in Eenadu Television (ETPL) to its promoters.

Separately, sources told ET the merger between Reliance’s Viacom18 and Walt Disney’s Star India is set to be officially concluded early November, with Nita Ambani and Uday Shankar serving as chair and vice-chair, respectively, of the merged entity.

The anti-trust regulator had on August 28 approved the merger of Viacom18, Digital18, and Star India that is set to create India’s largest entertainment player, subject to modifications submitted voluntarily by the companies. Tuesday’s 48-page order spelt out the modifications.

The parties, the CCI said, have voluntarily agreed not to bundle TV ad slots for cricketing rights for the Indian Premier League (IPL), the International Cricket Council (ICC) and the Board of Control for Cricket in India (BCCI), for the remaining tenure of the existing rights. They won’t bundle together OTT ad slot sales for these rights as well to mitigate competition concerns in the advertising market.

“Additionally, the parties will not bundle together ad slot sales for IPL on TV and IPL on OTT for the balance tenure of the existing rights,” the order said.Reliance will have a 56% stake and Disney 37% of the combined firm, while Bodhi Tree Systems will have the remaining 7% stake.Pricing ad slots
The parties have submitted an undertaking to not raise advertisement rates to an unreasonable level on their TV and streaming platforms for the ICC and IPL events until the existing rights are held by them.

The channels that would be divested as part of the conditions also include Star Jalsha Movies and Star Jalsha Movies HD (operated by Star India in the Bengali film channel sub-segment); Colors Marathi and Colors Marathi HD (operated by Viacom18); and Colors Super (operated by Viacom18 in the Kannada sub-segment.

The move comes as the companies hold over 40% market share in the Marathi, Bengali, Kannada, and kids’ content categories.

The parties can’t buy any stake or exercise influence over the divested channels for at least five years.

The merged entity will retain one streaming platform, Disney+ Hotstar, which is also expected to stream the Indian Premier League (IPL) 2025.

“Most of the formalities for the merger have been finalised, and the combined entity under Star India is set to take effect on November 7,” said a source, who requested anonymity, adding that the date might move slightly.

The merger, announced on February 28, has been completed in a record eight months, securing approvals from the CCI, the National Company Law Tribunal (NCLT), and the ministry of information and broadcasting (MIB).

While the process of putting together the leadership is still work-in-progress, Kevin Vaz and Kiran Mani are slated to serve as co-CEOs, overseeing a workforce of roughly 8,000 employees.

However, the merger may lead to some headcount rationalisation due to redundancies, said sources.

Vaz is expected to lead the entertainment division, while Mani will oversee the sports division.

Union of Intent
As reported by ET, the competition regulator had issued a show-cause notice to Reliance and Walt Disney on August 19, asking why the proposed deal should not be probed over antitrust concerns.

In a reply on August 21, the parties, which had voluntarily offered some modifications to the original deal structure, pledged more steps to allay the regulator’s concerns. They had also offered clarifications on their responses on August 27, a day before the regulatory nod for the deal.

Reliance had in May sought CCI clearance for the merger of Viacom18 and Star India Pvt Ltd.

According to Broadcast Audience Research Council (BARC) data, the combined entities control 45-50% of the Bengali GEC market, 65-70% of the Marathi GEC market, 40-45% of the Kannada GEC market, and 50-55% of the kids’ genre. In addition, they dominate the Bengali movie genre with a 55-60% share and have a similar share in the Telugu movie genre.

At a network level, the merged entity holds a 35-40% market share, including 30-35% in the Hindi GEC market. In the streaming segment, Disney+ Hotstar and JioCinema combined have a 30-35% share of ad and subscription revenues, which remains below the critical 40% market share threshold.

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