ETO7 Sep 2012 08:53
ENTERTAINMENT ONE LTD. ("Entertainment One" or the "Company")
PROPOSED ACQUISITION OF ALLIANCE FILMS HOLDINGS, INC. ("Alliance"), PLACING AND NOTICE OF SPECIAL MEETING
Today the Board of Entertainment One announces that it has entered into an agreement to acquire Alliance, a leading independent distributor of filmed entertainment products in Canada, the United Kingdom and Spain, from affiliates of the Goldman Sachs Group Inc. and Investissement Québec for approximately CAD$225 million, comprising CAD$174.2 million payable in cash to the Sellers on Completion and the balance representing the pay down of net debt as at Completion1.
Highlights:
· The combination of Entertainment One and Alliance will establish the Company as the largest independent film distributor in each of the Canadian and UK markets. The Directors believe that the Acquisition will strengthen Entertainment One's existing film distribution business and help drive growth.
· Alliance and Entertainment One operate in geographies that are highly complementary and the Enlarged Group will have an international reach across Canada, the United Kingdom, Benelux, Australia, the United States and Spain.
· Alliance's film library includes some of the most commercially successful independently produced titles of the last twenty years, including Pulp Fiction, Good Will Hunting, Lord of the Rings, The King's Speech and The Hunger Games. The Enlarged Group will benefit from a combined library of more than 35,000 film and television titles.
· The Enlarged Group will have increased access to the most successful independent film studios through output agreements in Canada including with The Weinstein Company, Focus Features and Relativity.
· The Acquisition will enhance long-term growth potential through a combined investment in content of over approximately CAD$225 million per year.
· The Directors believe that the Acquisition will deliver estimated annualised pre-tax cost synergies of at least CAD$20 million (by the third anniversary of Completion), driving substantial enhancement of Entertainment One's earnings per share2.
The Company intends to fund the Acquisition and associated expenses through a combination of the proceeds received from the Placing of approximately £110 million (approximately CAD$175.7 million) and CAD$150 million of