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Cineplex mails information circular re Cineworld deal

2020-01-17 08:47 ET - News Release

Ms. Sarah Van Lange reports


Cineplex Inc. has mailed the management information circular and related materials for the special meeting of Cineplex shareholders to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which Cineworld Group PLC has agreed to acquire, through an indirect wholly owned subsidiary of Cineworld, all of the issued and outstanding common shares of Cineplex for $34 per share in cash, all as more particularly described in the circular and Cineplex's news release dated Dec. 16, 2019.

The meeting is scheduled to be held at 4 p.m. Toronto time on Feb. 11, 2020, at Goodmans LLP, 333 Bay St., Suite 3400, Toronto, Ont. Cineplex shareholders of record as of the close of business on Dec. 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 advisers, and based upon, among other things, the fairness opinion of its financial adviser, 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 Jan. 9, 2020, the Ontario Superior Court of Justice (Commercial List) 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 Jan. 14, 2020, the Commissioner of Competition issued an advance ruling certificate with respect to the transaction, and on Jan. 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 is Feb. 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 Dec. 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 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 at 1-888-637-5789. Banks and brokers and collect calls outside North America can use 647-931-7454. Its e-mail address is contact@shorecrestgroup.com.

About Cineplex Inc.

Cineplex 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.

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