TORONTO, Jan. 17, 2020 /CNW/ - (TSX: CGX) – Cineplex Inc.
("Cineplex") today announced that it has mailed the management
information circular (the "Circular") and related materials for the
special meeting (the "Meeting") of Cineplex shareholders to approve
the previously announced plan of arrangement under the Business
Corporations Act (Ontario)
(the "Arrangement"), pursuant to which Cineworld Group plc
("Cineworld") (LSE: CINE) has agreed to acquire, through an
indirect wholly-owned subsidiary of Cineworld (the "Purchaser") all
of the issued and outstanding common shares of Cineplex (the
"shares") for $34 per share in cash
(the "Consideration"), all as more particularly described in the
Circular (the "Transaction") and Cineplex's news release dated
December 16, 2019.
The Meeting is scheduled to be held at 4:00 p.m. (Toronto time) on February 11, 2020, 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 and vote at the Meeting.
The board of directors of Cineplex, 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 Arrangement is in the best interests of
Cineplex and that the Consideration to be received by Cineplex
shareholders pursuant to the Arrangement is fair to Cineplex
shareholders and recommends that Cineplex shareholders vote in
favour of the Arrangement.
On January 9, 2020, the Ontario
Superior Court of Justice (Commercial List) (the "Court") granted
an interim order providing for the calling and holding of the
Meeting and certain other matters related to the Meeting and the
Arrangement. A copy of the interim order is included in the
Circular. Additionally, on January 14,
2020, the Commissioner of Competition issued an advance
ruling certificate with respect to the Transaction, and on
January 16, 2020, the United States
Federal Trade Commission granted early termination of the waiting
period with respect to the Transaction.
The anticipated hearing date for the application for the final
order of the Court (the "Final Order") is February 18, 2020. Subject to obtaining the
required approval of the Cineplex shareholders at the Meeting, the
required approval of Cineworld shareholders at a general meeting of
Cineworld shareholders, the Final Order and the satisfaction or
waiver of the conditions to implementing the Arrangement as set out
in the arrangement agreement entered into among Cineplex,
Cineworld, and the Purchaser on December 15,
2019, the Arrangement is anticipated to be completed in the
first half of 2020.
The Circular provides important information on the Arrangement
and related matters, including voting procedures and instructions
for shareholders unable to attend the Meeting in person. Cineplex
shareholders are urged to read the Circular and its appendices
carefully and in their entirety. The Circular is available on SEDAR
at www.sedar.com and on Cineplex's Investor Relations website.
Cineplex shareholders who have questions regarding the
Arrangement 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