TORONTO, Jan. 30, 2020 /CNW/ - (TSX: CGX) – Cineplex Inc.
("Cineplex") today announced that Institutional Shareholder
Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass
Lewis"), two leading independent proxy advisory firms, have both
recommended that Cineplex shareholders vote FOR the special
resolution at the upcoming special meeting (the "Meeting") of
Cineplex shareholders. The Meeting has been scheduled to approve a
statutory plan of arrangement under the laws of the Province of
Ontario, pursuant to which
Cineworld Group plc (LSE: CINE) ("Cineworld Group"), through an
indirect wholly-owned subsidiary, has agreed to acquire all of the
issued and outstanding common shares of Cineplex for $34 per share in cash (the "Transaction").
In their analyses, both ISS and Glass Lewis refer to
the premium for Cineplex shareholders, the certainty of value and
immediate liquidity from the cash consideration and the
inclusion of a go-shop period which allows Cineplex to solicit
other offers as factors supporting their FOR
recommendations.
The board of directors of Cineplex (the "Board"), after
consultation with its financial and legal advisors, and based upon,
among other things, the fairness opinion of its financial advisor,
has unanimously determined that the Transaction is in the best
interests of Cineplex and that the consideration of $34 per share to be received by Cineplex
shareholders pursuant to the Transaction is fair to Cineplex
shareholders. The Board, therefore, unanimously recommends that
Cineplex shareholders vote in favour of the Transaction.
The Meeting is scheduled to be held on February 11, 2020 at 4:00
p.m. (Toronto Time) at Goodmans LLP, 333 Bay Street, Suite
3400, Toronto, Ontario. Cineplex
shareholders of record as of the close of business on December 31, 2019 are entitled to receive notice
of and to vote at the Meeting.
Completion of the Transaction is subject to obtaining the
required approval of the Cineplex shareholders at the Meeting, the
required approval of Cineworld Group shareholders at a general
meeting of Cineworld Group shareholders to be held on February 11, 2020, receipt of the final order of
the Ontario Superior Court of Justice (Commercial List) and the
satisfaction or waiver of certain other conditions to implementing
the Transaction that have not yet been satisfied. Subject to the
satisfaction or waiver of all of the conditions to the Transaction,
the Transaction is expected to be completed in the first half of
2020.
Shareholders are encouraged to review the notice of special
meeting of shareholders and the management information circular of
Cineplex for the Meeting, which provide details concerning the
Transaction. Copies of these documents have been mailed to Cineplex
shareholders and are also available on SEDAR at www.sedar.com and
on Cineplex's Investor Relations website.
Your vote is important. To ensure your vote is represented at
the Meeting, Cineplex shareholders are encouraged to vote their
shares prior to 4:00 p.m. (Toronto
Time) on February 7, 2020, in
accordance with the instructions mailed to them.
Cineplex shareholders who have questions regarding the
Transaction or require assistance with voting may contact
Cineplex's proxy solicitation agent:
- Shorecrest Group
Toll-free in North America:
1-888-637-5789
Banks and brokers and collect calls outside North America: 647-931-7454
Email: contact@shorecrestgroup.com
About Cineplex
Cineplex (TSX:CGX) is a top-tier
Canadian brand that operates in the Film Entertainment and Content,
Amusement and Leisure, and Media sectors. A leading entertainment
and media company, Cineplex welcomes over 70 million guests
annually through its circuit of theatres and location based
entertainment venues across the country. In addition to being
Canada's largest and most
innovative film exhibitor, Cineplex also operates successful
businesses in digital commerce (CineplexStore.com), food service,
alternative programming (Cineplex Events), cinema media (Cineplex
Media), digital place-based media (Cineplex Digital Media),
amusement solutions (Player One Amusement Group) and an online
esports platform for competitive and passionate gamers (WorldGaming
Network). Additionally, Cineplex operates location based
entertainment complexes specially designed for teens and families
(Playdium) as well as Canada's
favourite destination for 'Eats & Entertainment' (The Rec
Room). Cineplex is a joint venture partner in SCENE, Canada's largest entertainment loyalty
program.
Proudly recognized as having one of the country's Most Admired
Corporate Cultures, Cineplex employs approximately 13,000
people in its offices across Canada and the United States. To learn
more visit Cineplex.com or download the Cineplex App.
Caution Regarding Forward-Looking Statements
Certain
information included in this news release contains forward-looking
statements within the meaning of applicable securities laws. The
words "may," "will," "could," "should," "would," "suspect,"
"outlook," "believe," "plan," "anticipate," "estimate," "expect,"
"intend," "forecast," "objective" and "continue" (or the negative
thereof), and words and expressions of similar import, are intended
to identify forward-looking statements.
By their very nature, forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond
Cineplex's control. The forward-looking statements contained in
this news release are based on certain key expectations and
assumptions made by Cineplex.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results and experience to
differ materially from the anticipated results or expectations
expressed in this news release. The key risks and uncertainties
include, but are not limited to: general global economic, market
and business conditions; governmental and regulatory requirements
and actions by governmental authorities; relationships with
employees, customers, business partners and competitors; and
diversion of management time on the Transaction. There are also
risks that are inherent in the nature of the Transaction, including
failure to satisfy the conditions to the completion of the
Transaction and failure to obtain any required regulatory and other
approvals (or to do so in a timely manner). The anticipated
timeline for completion of the Transaction may change for a number
of reasons, including the inability to secure necessary regulatory,
court or other approvals in the time assumed or the need for
additional time to satisfy the conditions to the completion of the
Transaction. As a result of the foregoing, readers are cautioned
not to place undue reliance on the forward-looking statements
contained in this news release.
Cineplex does not undertake to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
Canadian securities law. When reviewing Cineplex's forward-looking
statements, readers should carefully consider the foregoing factors
and other uncertainties and potential events. A comprehensive
discussion of other risks that impact Cineplex can also be found in
Cineplex's public filings which are available under Cineplex's
profile on SEDAR at www.sedar.com.
SOURCE Cineplex