RE: CINE holders, let’s remain united :)15 Dec 2021 22:14
Heres a bit more detail.
TORONTO — The Ontario judge who ruled in Cineplex Inc.'s favour in a case against its former suitor Cineworld Group PLC found testimony from the U.K. theatre giant's executives was contradicted by their text messages and other internal documents.
Judge Barbara Conway said in a decision that Cineworld CEO Mooky Greidinger, his brother Israel Greidinger and chief financial officer Nisan Cohen testified that they had intended to close the $2.18-billion Cineplex deal up until they accused Cineplex of alleged breaches last summer.
However, Conway says their communication "paints a very different picture" of executives, who were considering calling off the deal as early as mid-March and by the third week of April had no intention of proceeding with paying $34 per share.
"By March, the pressure was on Cineworld to reconsider the transaction. Its share price was collapsing," Conway wrote in her judgment filed Tuesday.
"Investors sent panicked emails to Cineworld’s executives, urging Cineworld to reconsider and walk away from the Cineplex deal."
For example, Steven Levey of ION Asset Management, one of Cineworld’s largest shareholders, asked Cohen on March 2 whether his company was thinking of walking away from the deal or at least renegotiating.
"Based on where the market is now, there is clearly a case for paying a much lower price," Levey wrote.
"There is no way that you would pay that price today. NO WAY."
Coehn replied, "We understand and analyzing all options, step by step."
Cohen testified that Cineworld was not considering its options, but trying to placate Levey. Conway did not agree.
Furthermore, she found Cineworld was long considering dropping the deal because it was facing liquidity concerns and having trouble increasing a revolving credit facility by $110 million.
Israel Greidinger testified that many potential lenders for the facility didn't want to increase their exposure to Cineworld during the pandemic and several, including Citizen Bank, continued to seek confirmation that the deal would not proceed.
Cohen told the lenders he would explain the situation over the phone, but not in writing.
"Considering all of the evidence, I cannot accept the testimony of Messrs. Greidinger and Cohen that Cineworld remained intent on closing the transaction at $34 per share throughout the relevant period," Conway said.
The executives ended up in front of a court after Cineworld walked away from its planned takeover of Cineplex in June 2020, alleging Cineplex was responsible for "material adverse effects."
Cineplex called it a case of "buyer's remorse" and sued for more than $2.18 billion in damages. Cineworld filed a counter claim valued at about $54.8 million.
Conway found Cineplex was not guilty of the alleged breaches and awarded the company damages of $1.24 billion, though Cineworld has since vowed to appeal the decision.
Following Conway's decision, Cineplex's stock pr