TORONTO, Feb. 3, 2020 /CNW/ - (TSX: CGX) – Cineplex
Inc. ("Cineplex") today announced the expiration of the seven week
go-shop period provided for in the arrangement agreement dated
December 15, 2019 between Cineplex
and Cineworld Group plc (LSE: CINE) ("Cineworld Group"),
pursuant to which 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").
During the go-shop period, Cineplex was permitted, with the
assistance of its financial advisor, Scotiabank, to actively
solicit, evaluate and enter into negotiations with third parties
that expressed an interest in acquiring Cineplex. During the
go-shop period, Scotiabank contacted 52 potential buyers. Three of
the potential buyers entered into confidentiality agreements with
Cineplex and were granted access to non-public information about
Cineplex. Cineplex did not receive a superior proposal during the
go-shop period.
Completion of the Transaction is subject to obtaining the
required approval of Cineplex shareholders at the special meeting
of Cineplex shareholders to be held on February 11, 2020, 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.
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