Los Angeles, California – Silver Eagle Acquisition Corp. founded by Harry Sloan and Jeff Sagansky, announced that it entered into a transaction agreement with Videocon d2h Limited, which will result in the first U.S.-listed Indian pay-TV operator. The company will receive new equity shares of Videocon d2h initially valued at no less than $303.7 million representing no less than 33.5% of the equity capital of Videocon d2h. The shares issued by Videocon will be represented by American Depositary Shares (ADSs) which will be distributed directly to Silver Eagle’s stockholders.

Based in Mumbai, India, Videocon d2h is a member of the global conglomerate Videocon Group which has diversified interests in consumer electronics, oil and gas, power, retail and insurance, among others.

The actual amount of cash to be contributed by the Company and the number of Videocon d2h shares represented by ADSs to be issued by Videocon d2h will depend, in large part, on the number of public shares which the Company’s stockholders elect to redeem in connection with the transaction. The ADSs issued to and initial percentage holding of the Company stockholders, including the Company’s sponsor, which is owned by the Company’s founders (the “Sponsor”), is expected to be in the range of 33.5% to 38.6%, depending on the number of redemptions by Silver Eagle’s public stockholders and based on certain agreed-upon forfeitures of Silver Eagle shares held by the Sponsor. The ADSs will be distributed pro rata to the Company’s stockholders of record as of the close of business on a record date determined by the board of directors of the Company.

The current shareholders of Videocon d2h, who are all members of the Videocon Group, will also be entitled to be issued additional equity shares of Videocon d2h following the closing representing, in aggregate, 3.88% of the post-closing issued share capital of Videocon d2h, subject to the achievement of certain trading price targets over a three year period after closing.

In making the announcement, Harry Sloan stated, “We created Silver Eagle for the purpose of finding a fast-growing media opportunity which is taking full advantage of the digital revolution. With almost 10 million digital subscribers, this well-managed company has passed the inflection point to become a leader in India’s explosive television growth.”

Jeff Sagansky said, “Videocon’s DTH business is in what we believe to be the fastest growing segment of the media industry in India in part because of the government’s ongoing mandatory digitisation plan in addition to millions of Indian homes subscribing to pay TV for the first time. Together there is an expected 33 million new pay-TV subscribers over the next four years and we are pleased to become part of Videocon d2h’s dynamic growth story.”

Venugopal Dhoot, Chairman of the Videocon Group, added, “Our DTH service already offers the highest number of channels in each of our packages and we were the first company to launch HD channels in India. We anticipate that the transaction with Silver Eagle will not only give us additional capital to continue development of our services, but also unparalleled expertise and experience. We look forward to working closely with Harry and Jeff on expanding our market share and services.”

Upon consummation of the transaction and distribution to the Company’s stockholders of the ADSs, Videocon d2h will be a publicly held corporation. Videocon d2h intends to apply to list the ADSs on the NASDAQ Stock Market under the ticker VDTH as of the closing.

In connection with the transaction, the Company will seek the approval of its public warrant holders to amend the warrant agreement governing its warrants so that, upon the closing, each of its outstanding public warrants, which entitle the holder thereof to purchase one-half of one share of the Company’s common stock, will be exchanged for cash in the amount of $1.00 per warrant ($2.00 per warrant pair). Approval of the amendment requires the affirmative vote of holders of 65% of the Company’s public warrants.

Approval of the amendment to the warrant agreement is not a condition to the closing, in connection with the transaction, the Sponsor and Dennis A.

Miller have agreed to forfeit to the Company for no consideration 15,000,000 private placement warrants held by them, representing all of the private placement warrants. Accordingly the private placement warrants, having been forfeited, will not be exchanged for cash.

Sloan and Sagansky, the Company’s Chairman and Chief Executive and President, respectively, are expected to join the board of directors of Videocon d2h at closing. The transaction is subject to the affirmative vote of the Company’s stockholders and the other closing conditions set forth in the transaction agreement.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the transaction, a copy of which will be filed by the Company with the Securities and Exchange Commission (“SEC”) as an exhibit to a Current Report on Form 8-K.