European movie theater operator Cineworld Group PLC agreed to acquire its Canadian peer Cineplex Inc. in a deal with a transaction value of C$2.8 billion, including the assumption of net debt.
Under the deal, Cineworld will pay C$34 in cash for every Cineplex share, valuing the latter's fully diluted equity at C$2.18 billion. The acquisition, its related expenses and the refinancing of Cineplex's existing debt will be partially funded by about US$2.3 billion from committed debt facilities.
The acquisition will also include Cineplex's two other divisions focused on amusement and leisure, and digital media.
Cineworld expects the deal to further expand its North American footprint, following its 2018 acquisition of U.S. movie exhibitor Regal Entertainment Group for US$3.6 billion. The company intends to combine Cineplex and Regal's operations post deal closing.
The deal's completion is expected in the first half of 2020, subject to regulatory consents in the U.S. and Canada. It will also need to secure approval from two-thirds of Cineplex shareholders in a special meeting, as well as from a simple majority of Cineworld shareholders.
The agreement includes a seven-week "go-shop" period until Feb. 2, 2020, which allows Cineplex to actively solicit acquisition proposals from third parties. The process may not result in a superior alternative offer for Cineplex. If the acquisition is terminated, Cineworld may be required to pay Cineplex up to £28.3 million as a breakup fee, while Cineplex may need to pay Cineworld a termination fee of up to C$55.4 million.
Cineworld and Cineplex's respective boards, which approved the proposed transaction, intend to recommend that their shareholders vote in favor of the deal. Global City Theatres BV, which is Cineworld's biggest shareholder, committed to supporting the transaction.
Scotiabank provided exclusive financial advice to Cineplex on the deal, with Goodmans LLP (Canada), Herbert Smith Freehills LLP (U.K.) and Baker & McKenzie (U.S.) serving as legal advisers. Cineworld tapped Finsbury as PR adviser, BofA Securities and HSBC Bank PLC as joint lead financial advisers, and Goldman Sachs International as corporate broker, sole sponsor and financial adviser.