According to internal emails reviewed, Sony and Zee disagreed over more than 20 compliance issues, including the Indian firm's failure to dispose of some Russian assets and its $1.4 billion Disney cricket rights deal, before their India merger was scrapped.
The communications between Sony's legal and M&A executives in India and Los Angeles and top Zee executives provide undisclosed details on the high-stakes backroom tussle that preceded the Japanese firm's Jan. 22 decision to pull the plug on the $10 billion merger.
Emails exchanged between Dec. 20 and Jan. 9 show executives from both companies accusing each other of not honoring the merger commitments. Zee executives repeatedly said that there was nothing out of line and asked Sony to extend the closure deadline.
Drew Shearer wrote, "A number of events, circumstances, states of facts, and conditions have occurred that have, or are reasonably likely to have, a'material adverse effect' on the business's operations.”
A week later, on Dec. 27, Zee's top India counsel, Shyamala Venkatachalam, accused Sony of attempting to "depict a narrative that has no basis in facts," saying Zee was dismayed by what it called a "sudden volte face" from the company in bad faith.