Cineworld Group’s $5.9 billion Acquisition of Regal

Skadden and Slaughters are advising Cineworld Group PLC. Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Regal. WilmerHale, and Macfarlanes LLP are serving as legal counsel to Regal. Paul Hasting advised Morgan Stanley on the deal.

Regal Entertainment Group (NYSE:RGC) (“Regal”) announced that it has entered into a definitive merger agreement (“Agreement”) with Cineworld Group PLC (LON: CINE) (“Cineworld”) for Cineworld, the U.K.’s largest cinema operator, to acquire Regal, a leading motion picture exhibitor owning and operating one of the largest theatre circuits in the U.S. Under the terms of the Agreement, Regal stockholders are to receive $23.00 in cash for each share of Class A and Class B common stock, for a total transaction value of $5.9 billion, 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 $16.06.

The transaction has been approved unanimously by Regal’s and Cineworld’s Boards of Directors. The Anschutz Corporation, 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. (“GCH”) 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 the first quarter of 2018.

Skadden is advising Cineworld Group PLC with a team including M&A partners David Friedman (Picture) and Ann Beth Stebbins, counsel Nancy Rubin (Washington, D.C.) and associates Rohit Malik and Joan Piasta; Banking partner Stephanie Teicher, counsel Danielle Li and associate Sean Francis Cornely; Executive Compensation and Benefits partner Erica Schohn and associate John Wright; Corporate Finance partner James McDonald (London) and Corporate associate Riley Graebner (London); and Tax partner Sally Thurston.

Slaughters advised Cineworld with corporate partner David Johnson and finance partners Guy O’ Keefe and Ed Fife.

Macfarlanes is advising Regal, with London corporate and M&A partner Harry Coghill leading the firm’s team.

Paul Hastings is advising Regal financial adviser Morgan Stanley with a team led by Los Angeles based corporate partner David Hernand.

 

Involved fees earner: Harry Coghill – Macfarlanes LLP; David Johnson – Slaughter and May; Guy O’Keefe – Slaughter and May; Ed Fife – Slaughter and May; David Friedman – Skadden Arps Slate Meager & Flom; Ann Beth Stebbins – Skadden Arps Slate Meager & Flom; Nancy Rubin – Skadden Arps Slate Meager & Flom; Rohit Malik – Skadden Arps Slate Meager & Flom; Joan Piasta – Skadden Arps Slate Meager & Flom; Stephanie Teicher – Skadden Arps Slate Meager & Flom; Danielle Li – Skadden Arps Slate Meager & Flom; Sean Francis Cornely – Skadden Arps Slate Meager & Flom; Erica Schohn – Skadden Arps Slate Meager & Flom; John Wright – Skadden Arps Slate Meager & Flom; James McDonald – Skadden Arps Slate Meager & Flom; Riley Graebner – Skadden Arps Slate Meager & Flom; Sally Thurston – Skadden Arps Slate Meager & Flom; David Hernand – Paul Hastings;

Law Firms: Macfarlanes LLP; Slaughter and May; Skadden Arps Slate Meager & Flom; Paul Hastings;

Clients: Morgan Stanley; Cineworld Group; Regal Entertainment Group;