TORONTO, June 19, 2020
/CNW/ - Cineplex Inc. (the "Company" or "Cineplex") (TSX: CGX)
announced that its Board of Directors (the "Board") has approved
the adoption of a shareholder rights plan agreement (the "Rights
Plan") with AST Trust Company (Canada), as rights agent.
The Rights Plan has been adopted to ensure the fair treatment of
all shareholders in connection with any take-over bid for the
Company. The Rights Plan has not been adopted in response to any
specific takeover bid or other proposal to acquire control of
Cineplex and the Company is not aware of any such pending or
contemplated proposals.
At the close of business today, one right will be issued and
attached to each common share of Cineplex outstanding at such time.
The rights will automatically attach to the common shares of
Cineplex (the "Common Shares") and no further action will be
required by shareholders. A right will also automatically attach to
each Common Share of Cineplex issued hereafter.
Subject to the terms of the Rights Plan and to certain
exceptions provided therein, the rights will become exercisable in
the event that any person, together with joint actors, acquires or
announces its intention to acquire 20 per cent or more of the
Company's outstanding Common Shares without complying with the
"Permitted Bid" provisions of the Rights Plan or in circumstances
where the application of the Rights Plan is waived in accordance
with its terms. The "Permitted Bid" provisions prevent the dilutive
effects of the Rights Plan from operating if a takeover bid is made
to all holders of Common Shares of the Company (other than the
bidder) by way of a takeover bid circular that remains open for
acceptance for a minimum of 105 days and satisfies certain other
conditions. In circumstances where a takeover bid does not comply
with the requirements of the Rights Plan or where the application
of the Rights Plan is not waived in accordance with its terms, the
rights holders (other than the acquiring person and any joint
actors) will be entitled to purchase additional Common Shares of
the Company at a significant discount to the market price.
The Rights Plan has been conditionally approved by the Toronto
Stock Exchange and is subject to the ratification by the
shareholders of the Company within six months of its effective
date. The Board intends to recommend the ratification of the Rights
Plan for approval by its shareholders at the Company's next annual
meeting of shareholders, which will be held prior to December 31, 2020. If ratified by shareholders,
the Rights Plan will have an initial term of three years. If the
Rights Plan is not ratified by the Company's shareholders at the
next annual meeting of shareholders, the Rights Plan and all rights
issued thereunder will terminate and cease to be effective at that
time.
A copy of the Rights Plan will be made available under the
Company's profile on SEDAR at sedar.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 millions of 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) and amusement solutions
(Player One Amusement Group). Additionally, Cineplex operates
Canada's favourite destination for
'Eats & Entertainment' (The Rec Room) and entertainment
complexes specially designed for teens and families (Playdium).
Cineplex is a joint venture partner in SCENE, Canada's largest entertainment loyalty
program.
SOURCE Cineplex