GBN Viacom JV details

Global Broadcast News Ltd (GBN) has announced the completion of formalities for Joint Venture with Viacom in India.

Transaction Structure

As approved by FIPB, BK Holding Mauritius Ltd, a wholly owned TV18 subsidiary, is currently infusing $ 50.50 mn into Viacom18. Additionally, Global Broadcast News Ltd (GBN), has acquired warrants, convertible into equity shares of Viacom 18 upon the infusion of 40M USD over the next three years.

Since GBN is intended to be Network18's equity shareholder in Viacom18, it has entered into an Option agreement valid for a period of 12 months, pursuant to which GBN would have the option to acquire the entire shareholding of BK Holding Mauritius from TVI8's subsidiary.

Upon GBN exercising its option to convert the above warrants and on exercising its right under the option agreement, GBN's shareholding (including indirect holding) in Viacom 18 would aggregate to 50%.

In this regard the following Press Release are as follows:

"Viacom Inc and Network18 (through its Group Company Global Broadcast News, GBN) on November 07, 2007 announced the completion of formalities leading to the formation of their 50:50 joint venture in India — Viacom 18 Media Pvt Ltd. The Companies announced their plans for the joint venture in May 2007. Viacom18 will include television, film and digital media content across numerous brands as well as consumer products to build India's leading multi-platform entertainment powerhouse. Viacom18 will be managed by a six-member Board with equal representation by Viacom and Network18.

Viacom18 will launch a new Hindi-language general entertainment channel in India early next year. The service will consist of original, locally produced programming, acquisitions and content from MTV Networks. The joint venture will operate the successful local networks, MTV, VH1 and Nickelodeon India, of MTV Networks (MTVN), a unit of Viacom. In the future, Viacom18 will also launch a suite of niche channels from the MTV Networks portfolio, as well as new brands. Digital media content across all the television brands will be developed and distributed to Indian consumers. The joint venture will also syndicate MTVN programming and newly produced content.

Studio18, the Motion Pictures division of Network18, is also an integral part of Viacom18 and it will continue to produce, acquire and distribute Hindi-language films.

Robert Bakish, President MTV Networks International and Chairman of the Board of Viacom18 Media Pvt Ltd, commented, "This joint venture reinforces our long-term commitment to the Indian market. We look forward to expanding our presence in India with our new partners and are dedicated to providing local audiences with high quality entertainment that is reflective of their culture and the world around them across every screen and for every demographic."

Commenting on the partnership, Raghav Bahl, Managing Director - Network18, said, "This is a momentous day that marks the foray of Network18 into the multi-platform entertainment space in India. Viacom's inherent creativity and Network18's operational excellence make a potent combination that places Viacom18 in an enviable position in the Indian entertainment space, to entertain India's burgeoning film and television audiences."