An anonymous director reports
CINEPLEX PROVIDES AN UPDATE ON STATUS OF INVESTMENT CANADA REVIEW
Cineplex Inc. has provided an update on the status of the process to obtain Investment Canada Act approval in connection with its previously announced transaction with Cineworld Group PLC pursuant to which an indirect wholly owned subsidiary of Cineworld has agreed to acquire all of the issued and outstanding common shares of Cineplex.
Pursuant to the arrangement agreement among Cineplex and Cineworld dated Dec. 15, 2019, 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). Receipt of the ICA approval is a condition to closing the transaction. The process to obtain the approvals under the Investment Canada Act is continuing 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 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.
About Cineplex Inc.
Cineplex is a top-tier Canadian brand that operates in the film entertainment and content, amusement and leisure, and media sectors.
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