Vue Entertainment International Limited
Vue Entertainment International Limited Announces Public Takeover of CinemaxX AG
Vue Entertainment International Limited / Key word(s): Offer PRESS RELEASE Vue Entertainment Announces Public Takeover of CinemaxX AG – Important strategic move to create new leading Pan-European multiplex cinema operator – Offer price of EUR 6.45 per share in cash – Premium of 45 percent on the closing share price of CinemaxX AG on July 9, 2012 – Offer supported by Dr. Herbert Kloiber, majority shareholder of CinemaxX AG – Vue Entertainment has committed to acquiring his shares in the takeover offer London / Munich / Hamburg, July 10, 2012. – Vue Entertainment, the world-class developer and operator of multiplex cinemas based in the UK and Ireland, today announced its intention to launch a voluntary public takeover offer for all outstanding shares of CinemaxX AG. By combining two major cinema operators Vue will make the important strategic move to create a new Pan-European cinema group covering the UK, Ireland, Germany, Denmark and Portugal. The combined group will operate 119 state-of-the-art multiplex cinemas with close to 1,100 screens, over 230,000 seats, over 5,100 employees and over 55 million attendances per annum. Vue Entertainment will offer all shareholders of CinemaxX AG EUR 6.45 per share in cash. The offer price represents a premium of 45 percent on the CinemaxX closing share price on July 9, 2012 and of 56 percent on the share's weighted average trading price over the last three months (Frankfurt). The offer is supported by Dr. Herbert Kloiber, the majority shareholder of CinemaxX AG who owns 84.6 percent of its shares. Vue Entertainment and Dr. Kloiber respectively Dr. Kloiber Vermögensverwaltungsgesellschaft mbH & Co. Beteiligungs KG have signed a Share Purchase Agreement. In this Agreement, Vue Entertainment has committed to acquiring in the takeover offer the 22,806,450 shares of Dr. Kloiber respectively Dr. Kloiber Vermögensverwaltungsgesellschaft mbH & Co. Beteiligungs KG. The offer is contingent upon merger control clearance in Germany. Vue Entertainment aims to close the transaction in the third or fourth quarter of 2012. Tim Richards, CEO of Vue Entertainment said: 'We are really excited about this important strategic move into Europe for the company. CinemaxX is a great circuit with superb modern multiplex cinemas offering fantastic infrastructure including 100 percent stadium seating, digital projection and 3D. It will be a perfect complement to our existing cinemas and brand.' 'Moving into continental Europe has been part of our strategic plan since Vue was launched in 2003 and we firmly believe that the new group will drive increased cinema going by offering a best in class superior cinema going experience. We have a market leading team of highly experienced Executives, many of whom have been with the company from the very beginning.' Dr. Herbert Kloiber, majority shareholder of CinemaxX AG, stated: 'The stake in CinemaxX, which I bought eight years ago, was always run as a separate investment from Tele München Group by me. I am grateful to Christian Gisy and his colleagues for their contribution to develop CinemaxX. In just about five turbulent years, they transformed CinemaxX into a very profitable and debt-free company. Today, CinemaxX is well positioned to pursue an expansion course. Vue Entertainment, as one of the most successful European cinema operators, will enter the German and Scandinavian market and contribute its longstanding expertise as well as continue the dynamic development already initiated.' Following the recently announced acquisition of the Apollo UK circuit in May 2012, Vue Entertainment has 85 cinemas across the UK, Ireland, Portugal and Taiwan. It has close to 800 screens and over 156,000 super comfortable standard and luxury VIP seats. Over 95 percent of the auditoria have full stadium seating providing uninterrupted views of the large floor to ceiling screens. By late summer 2012, the company will have completed its rollout of the market leading Sony 4K digital projectors providing the very best picture quality available. The circuit also has a significant number of Real D 3D enabled screens and a growing number of large format super sized sound and vision auditoriums called VueXtreme. In 2011, the company generated revenues of GBP 300 million. Vue had approximately 3,300 employees at the end of financial year 2011. Vue's new cinema build programme has led the way in the UK over the past 10 years with a total of 22 cinemas opened, the most recent being Vue Westfield London (February 2010) and Vue Westfield Stratford City (September 2011), which are now the first and third highest grossing cinemas in the country. The company will also be opening in Halifax (UK) in October 2012 and will have at least another 4 new cinemas on site in 2013 with more in the pipeline for 2014 and beyond. CinemaxX is a major German operator of state-of-the-art multiplex cinemas. Its circuit consists of 34 cinemas with over 290 screens and approximately 75,000 seats. The company operates 31 cinemas in Germany and 3 in Denmark and served 16.3 million customers in 2011. Founded in 1977, the company is recognized as one of the pioneers of multiplex cinemas in Germany and as an innovator in introducing new technologies. In 2011, CinemaxX generated revenues of EUR 199.4 million and an EBITDA of EUR 41.2 million. The company has more than 1,800 employees. Berenberg Bank and Pall Mall Capital are acting as financial advisors to Vue Entertainment. For more information: www.vue-offer.com
Media contact in Germany:
FTI Consulting
Thomas M. Krammer Media contact in UK:
Clarion Communications
Shelley Wyatt
Important legal information This publication does not constitute an offer to buy shares, nor is it a solicitation to sell, shares of CinemaxX Aktiengesellschaft. The final conditions as well as other terms of the tender offer will be contained in the offer document which will be published following its approval by the German Federal Financial Supervisory Authority (BaFin). Investors as well as shareholders of CinemaxX Aktiengesellschaft are strongly advised to read the offer document and all other documentation that relates to the voluntary public tender offer as soon as they have been published as they may contain important information. The offer will relate to shares in a German company and will exclusively be subject to the legal provisions of the Federal Republic of Germany on the implementation of such an offer. Hence, the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG neither will apply for any further announcements, registrations, authorizations or permissions of the offer document or of the offer by regulatory authorities for securities trading or similar authorities outside the Federal Republic of Germany, nor are such announcements, registrations, authorizations or permissions intended. As far as announcements or information contain forward-looking statements these do not constitute statements of facts and are identified by words such as 'expects', 'believes', 'attempts', 'estimates', 'intends', 'assumes', 'aspires' and similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG, for example with regard to the potential consequences of the offer for CinemaxX Aktiengesellschaft and for those CinemaxX shareholders who choose not to accept the offer or for future financial results of CinemaxX Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g., changes in business, economic and competitive conditions, regulatory reforms, uncertainties in litigation or investigative proceedings, and the ability of financing, and usually cannot be influenced by the Bidder or the persons acting in concert with the Bidder pursuant to Section 2 Para. 5 WpÜG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results may be materially different from those expressed or implied by such statements. The Bidder draws attention to the fact, that it will update information, including the forward-looking statements, documents and announcements on the respective website only in so far as it is required to do so under the applicable law and that it accepts no responsibility or duty to update any such information and reserves the right to add to, remove or amend any information reproduced on the respective website at any time. The publication, dispatch, distribution or dissemination of information connected with the offer document or other documents connected with the offer outside the Federal Republic of Germany may be subject to legal restrictions. End of Corporate News 10.07.2012 Dissemination of a Corporate News, transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP’s Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
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