An anonymous director reports
ISS AND GLASS LEWIS SUPPORT PLAN OF ARRANGEMENT BETWEEN CINEPLEX AND CINEWORLD
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC, two leading independent proxy advisory firms, have both recommended that Cineplex Inc. shareholders vote for the special resolution at the upcoming special meeting of Cineplex shareholders. The meeting has been scheduled to approve a statutory plan of arrangement under the laws of Ontario, pursuant to which Cineworld Group PLC, through an indirect wholly owned subsidiary, has agreed to acquire all of the issued and outstanding common shares of Cineplex for $34 per share in cash.
In their analyses, both ISS and Glass Lewis refer to the premium for Cineplex shareholders, the certainty of value and immediate liquidity from the cash consideration, and the inclusion of a go-shop period, which allows Cineplex to solicit other offers, as factors supporting their recommendations.
The board of directors of Cineplex, after consultation with its financial and legal advisers, as well as based upon, among other things, the fairness opinion of its financial adviser, has unanimously determined that the transaction is in the best interests of Cineplex and that the consideration of $34 per share to be received by Cineplex shareholders pursuant to the transaction is fair to Cineplex shareholders. The board, therefore, unanimously recommends that Cineplex shareholders vote in favour of the transaction.
The meeting is scheduled to be held on Feb. 11, 2020, at 4 p.m. ET 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 of, and to vote at, the meeting.
Completion of the transaction is subject to: obtaining the required approval of the Cineplex shareholders at the meeting; the required approval of Cineworld Group shareholders at a general meeting of Cineworld Group shareholders to be held on Feb. 11, 2020; receipt of the final order of the Ontario Superior Court of Justice (commercial list); and the satisfaction or waiver of certain other conditions to implementing the transaction that have not yet been satisfied. Subject to the satisfaction or waiver of all of the conditions to the transaction, the transaction is expected to be completed in the first half of 2020.
Shareholders are encouraged to review the notice of special meeting of shareholders and the management information circular of Cineplex for the meeting, which provide details concerning the transaction. Copies of these documents have been mailed to Cineplex shareholders and are also available on SEDAR and at Cineplex's investor relations website.
Your vote is important. To ensure your vote is represented at the meeting, Cineplex shareholders are encouraged to vote their shares prior to 4 p.m. ET on Feb. 7, 2020, in accordance with the instructions mailed to them.
Cineplex shareholders who have questions regarding the transaction or require assistance with voting may contact Cineplex's proxy solicitation agent:
Toll-free in North America -- 1-888-637-5789;
Banks, brokers and collect calls outside North America -- 647-931-7454;
E-mail -- email@example.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.
We seek Safe Harbor.
© 2020 Canjex Publishing Ltd. All rights reserved.