Cineplex Mails Management Information Circular for Special Meeting of Shareholders
(TSX:CGX.TO) - 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: email@example.com
About Cineplex Cineplex (TSX:CGX.TO) 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 StatementsCertain 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.
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Media Relations contact: Sarah Van Lange, Executive Director, Communications, Sarah.VanLange@Cineplex.com, 416-323-6728; Investor Relations contact: Melissa Pressacco, Senior Manager, Communications and Investor Relations, InvestorRelations@Cineplex.com, 416-323-6606