TORONTO, May 7, 2020 /CNW/ - (TSX: CGX) – Cineplex
Inc. ("Cineplex" or the Company) today announced that as a
result of its continued focus on managing the business in response
to the ongoing COVID-19 pandemic, the Company will delay the filing
of its interim financial statements and related management
discussion and analysis for the three month period ended
March 31, 2020. Originally due by
May 15, 2020, the Company will rely
on the blanket relief provided by the Canadian Securities
Administrators (the "CSA"), which provides for up to a 45-day
extension for periodic filings normally required to be made by
reporting issuers on or before June 1,
2020, and will report its first quarter results no later
than June 29, 2020.
The following material business developments of Cineplex have
occurred since February 12, 2020,
being the date Cineplex filed its financial results for the three
months and year ended December 31,
2019:
- On February 18, 2020, Cineplex
announced that the Ontario Superior Court of Justice (Commercial
List) granted a final order approving its previously-announced plan
of arrangement in connection with the proposed transaction in which
an indirect wholly-owned subsidiary of Cineworld Group plc (LSE:
CINE) agreed to acquire all of the issued and outstanding common
shares of Cineplex for $34 per share
in cash (the "Transaction").
- On March 16, 2020, Cineplex
announced that in response to growing global concerns around the
spread of COVID‐19 and various Canadian government directives, it
would be temporarily closing its network of theatres and
location‐based entertainment venues across Canada starting March
16, 2020, through to April 2,
2020.
- On March 16, 2020, Cineplex also
provided an update on the Transaction, indicating that closing of
the Transaction remains subject to the satisfaction or waiver of
certain conditions to closing that have not yet been satisfied,
including the receipt of Investment Canada Act approvals, the
representations and warranties of the parties remaining true and
correct (subject to certain materiality qualifiers), the parties
having fulfilled or complied in all material respects with each of
their covenants contained in the arrangement agreement in
connection with the Transaction, and as at the date of closing of
the Transaction, Cineplex shall have no more than $725 million outstanding under its credit
agreement, subject to certain exclusions.
- On April 1, 2020, Cineplex
announced that in response to applicable government directives and
the latest guidance from Canadian public health authorities
pertaining to COVID-19, the closure of its network of theatres and
location-based entertainment venues across Canada would remain in effect beyond
April 2, 2020 and that the re-opening
of such locations would be reassessed as further guidance is
provided by Canadian public health authorities and applicable
government authorities.
In reference to the Transaction, the parties are continuing to
advance the process to obtain the approvals required under the
Investment Canada Act. The period for the review of the
Transaction has been extended through to June 1, 2020 with the expectation that further
extensions may be warranted under section 22(1) of the Investment
Canada Act in light of the current environment. Cineworld has
advised Cineplex that it remains committed to closing the
Transaction on or prior to the outside date of June 30, 2020 (the "Outside Date").
However, there can be no assurance that the conditions to closing
the Transaction will be satisfied by the Outside Date.
Cineplex expects the ongoing COVID-19 pandemic and events and
circumstances resulting from the pandemic to have a material
negative impact on its business, financial condition and results of
operations for at least the first half of 2020. This impact cannot
be quantified at this time because of the significant uncertainty
associated with the ultimate extent, duration and severity of the
pandemic itself, and with the government restrictions and other
factors associated with or resulting from that pandemic, many of
which are beyond Cineplex's control. Cineplex continues to actively
monitor all aspects of its business and operations in
order to minimize the impact of COVID-19 on its operations wherever
possible.
In connection with utilizing the blanket relief provided by the
CSA, Cineplex confirms that its management and other insiders are
subject to an insider trading black-out policy that reflects the
principles in Section 9 of National Policy 11-207 –
Failure-to-File Cease Trade Orders and Revocations in Multiple
Jurisdictions.
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.
Caution Regarding Forward-Looking Statements
Certain
information included in this news release contains forward-looking
statements within the meaning of applicable securities laws,
including expectations of management with respect to the
anticipated filing date of Cineplex's first quarter financial
statements and related MD&A. 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: the COVID-19 outbreak and the
responses of governments and the public to the outbreak (including
declining theatre attendance and mandated government shut downs of
theatres); 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 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 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