Vue Entertainment, the world-class developer and operator of multiplex cinemas based in the UK and Ireland, today announced its intention to launch a voluntary public takeover offer for all outstanding shares of CinemaxX AG. By combining two major cinema operators Vue will make the important strategic move to create a new Pan-European cinema group covering the UK, Ireland, Germany, Denmark and Portugal. The combined group will operate 119 state-of-the-art multiplex cinemas with close to 1,100 screens, over 230,000 seats, over 5,100 employees and over 55 million attendances per annum.
Vue Entertainment will offer all shareholders of CinemaxX AG EUR 6.45 per share in cash. The offer price represents a premium of 45 percent on the CinemaxX closing share price on July 9, 2012 and of 56 percent on the share’s weighted average trading price over the last three months (Frankfurt). The offer is supported by Dr. Herbert Kloiber, the majority shareholder of CinemaxX AG who owns 84.6 percent of its shares. Vue Entertainment and Dr. Kloiber respectively Dr. Kloiber Vermögensverwaltungs-gesellschaft mbH & Co. Beteiligungs KG have signed a Share Purchase Agreement. In this Agreement, Vue Entertainment has committed to acquiring in the takeover offer the 22,806,450 shares of Dr. Kloiber respectively Dr. Kloiber Vermögensverwaltungs-gesellschaft mbH & Co. Beteiligungs KG. The offer is contingent upon merger control clearance in Germany. Vue Entertainment aims to close the transaction in the third or fourth quarter of 2012.
Tim Richards, CEO of Vue Entertainment said: “We are really excited about this important strategic move into Europe for the company. CinemaxX is a great circuit with superb modern multiplex cinemas offering fantastic infrastructure including 100 percent stadium seating, digital projection and 3D. It will be a perfect complement to our existing cinemas and brand.”
“Moving into continental Europe has been part of our strategic plan since Vue was launched in 2003 and we firmly believe that the new group will drive increased cinema going by offering a best in class superior cinema going experience. We have a market leading team of highly experienced Executives, many of whom have been with the company from the very beginning.”
Dr. Herbert Kloiber, majority shareholder of CinemaxX AG, stated: “The stake in CinemaxX, which I bought eight years ago, was always run as a separate investment from Tele München Group by me. I am grateful to Christian Gisy and his colleagues for their contribution to develop CinemaxX. In just about five turbulent years, they transformed CinemaxX into a very profitable and debt-free company. Today, CinemaxX is well positioned to pursue an expansion course. Vue Entertainment, as one of the most successful European cinema operators, will enter the German and Scandinavian market and contribute its longstanding expertise as well as continue the dynamic development already initiated.”
Following the recently announced acquisition of the Apollo UK circuit in May 2012, Vue Entertainment has 85 cinemas across the UK, Ireland, Portugal and Taiwan. It has close to 800 screens and over 156,000 super comfortable standard and luxury VIP seats. Over 95 percent of the auditoria have full stadium seating providing uninterrupted views of the large floor to ceiling screens. By late summer 2012, the company will have completed its rollout of the market leading Sony 4K digital projectors providing the very best picture quality available. The circuit also has a significant number of Real D 3D enabled screens and a growing number of large format super sized sound and vision auditoriums called VueXtreme. In 2011, the company generated revenues of GBP 300 million. Vue had approximately 3,300 employees at the end of financial year 2011.
Vue’s new cinema build programme has led the way in the UK over the past 10 years with a total of 22 cinemas opened, the most recent being Vue Westfield London (February 2010) and Vue Westfield Stratford City (September 2011), which are now the first and third highest grossing cinemas in the country. The company will also be opening in Halifax (UK) in October 2012 and will have at least another 4 new cinemas on site in 2013 with more in the pipeline for 2014 and beyond.
CinemaxX is a major German operator of state-of-the-art multiplex cinemas. Its circuit consists of 34 cinemas with over 290 screens and approximately 75,000 seats. The company operates 31 cinemas in Germany and 3 in Denmark and served 16.3 million customers in 2011. Founded in 1977, the company is recognized as one of the pioneers of multiplex cinemas in Germany and as an innovator in introducing new technologies. In 2011, CinemaxX generated revenues of EUR 199.4 million and an EBITDA of EUR 41.2 million. The company has more than 1,800 employees.
Berenberg Bank and Pall Mall Capital are acting as financial advisors to Vue Entertainment.