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Regal Entertainment Agrees to Cineworld Group Buyout
Thursday 07 December 2017

7 December 2017 - US-based motion picture exhibitor owning and operating company Regal Entertainment Group has entered into a definitive merger agreement to be acquired by UK-based cinema owner Cineworld Group plc (LSE: CINE), the company said.

Under the terms of the agreement, Regal stockholders are to receive USD 23.00 in cash for each share of class A and class B common stock, for a total transaction value of USD 5.9bn, including the assumption of debt and net of cash acquired.

The offer price represents a premium of 43.2% over Regal's 30-day unaffected weighted average share price of USD 16.06.

This transaction has been approved unanimously by Regal's and Cineworld's Boards of directors.

The Anschutz Corp., which owns approximately 67% of the combined voting power of Regal's outstanding shares of class A common and class B common stock, has signed a voting and support agreement to support the transaction.

Global City Holdings B.V. and the trustee of trusts of which Cineworld's chairman, Anthony Bloom, is a potential discretionary beneficiary, collectively owning approximately 28.8% of Cineworld's ordinary shares, have signed irrevocable undertakings to vote in favor of the transaction and rights offering.

The transaction is subject to regulatory review, approval by the shareholders of Regal and Cineworld and other customary closing conditions and is expected to close in 1Q18.

Regal Entertainment Group (NYSE: RGC) operates one of the largest and most geographically diverse theatre circuits in the United States, consisting of 7,315 screens in 561 theatres in 43 states along with Guam, Saipan, American Samoa and the District of Columbia as of September 30, 2017.

The company operates theatres in 48 of the top 50 US designated market areas.

Cineworld Group plc was founded in 1995 and listed its shares on the London Stock Exchange in May 2007.
The company currently operates 2,049 screens across 221 sites in the UK, Ireland, Poland, the Czech Republic, Slovakia, Hungary, Bulgaria, Romania and Israel.

Morgan Stanley and Co. LLC is serving as exclusive financial advisor to Regal. WilmerHale and Macfarlanes LLP are serving as legal counsel to Regal.
Date Published: 07/12/2017
Target: Regal Entertainment Group
Country: USA
Deal Size: 5.9bn (USD)
Sector: Media
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Buyer: Cineworld Group