Cineplex Inc. signs definitive agreement to be acquired by Cineworld Group, plc

On December 15th, 2019, Cineplex Inc. signed an arrangement agreement with Cineworld Group, plc, pursuant to which Cineworld Group will acquire Cineplex shares for C$34 per share for a total transaction value of approximately C$2.8 billion.

The transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and is subject to Cineplex and Cineworld Group shareholder approvals. This acquisition will create one of the world’s largest cinema companies and will provide Cineplex with the scale and benefits that are required to compete effectively in the ever-changing entertainment industry.

Cineplex is represented by Goodmans LLP, with a team including Tim Heeney, Brandon Hoffman and Niki Kermani (corporate/securities), David Rosner and Justine Johnston (competition/regulatory), Mitchell Sherman and Kenneth Saddington (tax), and Peter Kolla (litigation).

Herbert Smith Freehills LLP assisted Cineplex on various UK legal matters, with a team including Caroline Rae and Charles Steward (corporate/securities) and Isaac Zailer (tax). Baker Mckenzie assisted with U.S. anti-trust filings, with a team including Creighton Macy and Steven Canner.

Cineworld Group was represented by McCarthy Tétrault LLP in Toronto, with a team including David Woollcombe, Robert Hansen, Heidi Gordon, Claire Lehan and Matthew Vaughan (corporate/securities), Jason Gudofsky, Debbie Salzberger and Kate McNeece (competition/regulatory) and Raj Juneja and Angelo Discepola (tax). Slaughter and May assisted Cineworld Group on various UK legal matters, with a team including David Johnson, Chris Connolly and Ed Horner (corporate) and Guy O’Keefe, Claire Cooke and Kieran Turton (finance).  Skadden assisted Cineworld on debt financing in connection with the transaction with a team including Stephanie Teicher, Danielle Li and Sean Francis Cornely.