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Jan

Cinema City and Cineworld combine cinema businesses

Cinema City International NV and Cineworld Plc announced today the proposed combination of their cinema businesses. Upon completion of the transaction, expected in March 2014, Cineworld will buy the entire cinema business of Cinema City for an enterprise value of approximately GBP 503 million, to be paid in cash and shares. Cinema City will hold 24.9% of the issued shares of the consolidated Cineworld group. Moshe Greidinger will head Cineworld as CEO and Israel Greidinger will be the COO of Cineworld. Cinema City will retain its real estate business, which will not be transferred to the combined company.  The combination agreement will be completed upon approval of General Meetings of both companies and the Polish antitrust authority.


After nearly four decades in the cinema industry building a business from one country to seven, I see an impressive company in Cineworld and a good fit with Cinema City. Together with the rest of the proposed management team I intend to seize this opportunity to bring together two equals in size, both leading players in their respective countries, and lead the resulting business to continuing growth, innovation and dedication to the best possible customer experience. said Moshe (Mooky) Greidinger CEO of Cinema City International

 

Highlights and follow up steps of the transaction:

Please refer to the current report no 2/2014 dated 10 January 2014 for full  information regarding the transaction (www.cinemacity.nl ).

  1. Cinema City International and Cineworld Plc signed a conditional agreement to combine their cinema operations, subject to the approval of their respective shareholders at General Meetings of both companies and the President of the Office of Competition and Consumer Protection in Poland.
  2. The combination with Cineworld will create the second largest cinema operator in Europe with the #1 and #2 position in every region of operation, including the UK where it holds the leadership position with 27.7% market share. Following completion of the transaction, the enlarged group will have 201 sites and 1,852 fully digital screens.
  3. For purpose of the combination, the cinema operations of Cinema City International (organized under Cinema City Holding), is valued at approx. GBP 503 million enterprise value, which will be paid through the issue to Cinema City of 24.9% shares of Cineworld Plc after combination, and GBP 272 million in cash (less the amount of all Cinema City’s financial debts to be repaid at the closing of the transaction and estimated to be in the amount of GBP 169 million).
  1. Moshe Greidinger and Israel Greidinger will be CEO and COO of Cineworld Plc and they will join the new unitary Board of Directors of Cinema City International as Non-executive Directors. Peter Dudolenski will be appointed new Executive Director of the Board of Directors of Cinema City International. Scott Rosenblum will join the Board of Directors of Cineworld and step down from the Supervisory Board of Cinema City International,
  2. The combination of cinema businesses will be financed by Cineworld through a fully underwritten rights issue and new debt facilities,
  3. Cinema City International will have a 12 month lock-up for selling any shares of Cineworld and is expected to be a long term shareholder of Cineworld,
  4. Cinema City and Cineworld will retain their current listings on the Warsaw Stock Exchange and London Stock Exchange.
  5. Cinema city will retain its real estate business, including primarily the Bulgarian real estate, the Ronson holdings, and the Park of Poland project. The cinema real estate assets of Cinema City (consisting mainly of 7 properties), will also be retained by Cinema City post transaction, and will be leased back to the Enlarged Cineworld group.
  6. As part of the transaction, all cinema city debt will be repaid, and the company is expecting to retain a cash position of approx. EUR 130 million. The shareholding structure of Cinema City International remains unchanged with IT International Theatres as a major shareholder.

Notes on the companies (pre-transaction status):

CINEMA CITY INTERNATIONAL (Cinema City) is the largest multiplex cinema operator in Central & Eastern Europe and in Israel. The Company operates 99 multiplexes with 966 screens, in 7 countries (Poland, the Czech Republic, Hungary, Romania, Bulgaria, Slovakia and Israel). The Company operates 10 IMAX theatres and 5 4DX auditoriums. All Cinema City auditoriums are digital. The Company has 36 more multiplexes under development, which will offer close to 380 new screens. In addition, Cinema City is actively involved in cinema related advertising and film distribution. In 2012 Cinema City sold 36.3 million tickets in 7 countries. In 2012 the Company generated GBP 237.2 million revenue, GBP 50.9 EBITDA and net profit of GBP 20.5. Cinema City International is listed on the Warsaw Stock Exchange since December 2006.


Cineworld Plc (Cineworld) is the leader in the UK&Ireland market operating 102 cinemas and 886 screens, all digital. In London, Cineworld operates 15 Cineworld branded multiplexes and 6 Picturehouse locations. The Company has signed lease agreements for additional 169 screens planned to open until 2017. In 2012 the Company acquired the Picturehouse cinema chain. Cineworld operates 2 IMAX theatres in UK.  In 2012 Cineworld sold 48 million tickets and generated GBP 358.7 revenue, GBP 67.1 million EBITDA and GBP 27.5 million net profit. Cineworld is listed on the London Stock Exchange since May 2007.

 

For more information, please contact:

Joanna Kotłowska

Director of Investor Relations,CinemaCityInternational

tel. (+48) 22 566 69 60 / mobile: (+48) 510 024 028

j.kotlowska@cinema-city.pl 

 

Piotr Wojtaszek

NBS Communications

tel. (+48) 22 826 74 18 / mobile : (+48) 500 202 355

pwojtaszek@nbs.com.pl