TORONTO, June 1, 2020 /CNW/ - (TSX: CGX)
– Cineplex Inc. ("Cineplex") today provided an update on the
status of the process to obtain Investment Canada Act
approval (the "ICA Approval") in connection with its
previously-announced transaction with Cineworld Group plc
(LSE: CINE) ("Cineworld") pursuant to which an indirect
wholly-owned subsidiary of Cineworld has agreed to acquire all of
the issued and outstanding common shares of Cineplex (the
"Transaction").
Pursuant to the arrangement agreement among Cineplex and
Cineworld dated December 15, 2019
(the "Arrangement Agreement"), Cineworld and Cineplex are obligated
to use reasonable best efforts to obtain the requisite ICA Approval
so as to enable the closing of the Transaction to occur as soon as
reasonably practicable (and in any event no later than June 30, 2020 (the "Outside Date")). Receipt of
the ICA Approval is a condition to closing the Transaction. The
process to obtain the approvals under the Investment Canada
Act is ongoing and the period for review of the Transaction has
been extended to June 15, 2020.
Closing of the Transaction remains subject to the satisfaction
or waiver of certain conditions that have not yet been satisfied,
including receipt of the ICA Approval, 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, 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. There can be no
assurance that the ICA Approval or the other conditions to closing
the Transaction will be satisfied or waived by the Outside Date, in
which case the Transaction would not be completed.
Cineplex also announced that it will be relying on the
temporary blanket relief provided by the Ontario Securities
Commission under Ontario Instrument 51-504 – Temporary
Exemptions from Certain Requirements to File or Send Securityholder
Materials to postpone the filing of its executive compensation
disclosure.
The foregoing summary of certain provisions of the Arrangement
Agreement is qualified in its entirety by the provisions of the
Arrangement Agreement, a copy of which is available on SEDAR at
www.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.
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: the impact of the COVID-19
pandemic on Cineplex, the motion picture exhibition industry and
the economy in general, including Cineplex's response to the
COVID-19 pandemic as it relates to theatre and venue closings,
employee reductions and other cost-cutting measures, as well as
increased expenses relating to safety measures taken at Cineplex's
theatres and location based entertainment venues in order to
protect the health and well-being of Cineplex's customers and
employees; 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