Cineplex Inc. (TSX:CGX) ("Cineplex") today announced its offer to purchase EK3
Technologies Inc. ("EK3"), a London, Ontario-based, market leading in-store
digital merchandising provider, with operations in Canada, the United States and
other countries.


The initial purchase price is approximately $40 million, subject to certain
adjustments to be made at closing, plus a reverse earn-out payment subject to an
aggregate maximum purchase price of $78 million for both payments. The reverse
earn-out payment will be based on 2015 operating results and will be payable in
early 2016 in the event certain targets are achieved.


EK3 designs, installs, manages and consults on some of the largest digital
merchandising networks in North America, with networks viewed by more than 1.8
billion shoppers annually. The company has developed proprietary
state-of-the-art technology and patented software, and provides creative content
production, media sales and extensive network operations services, which
delivers digital merchandising networks that are scalable, reliable and secure.


EK3 clients include major retailers, such as Tim Hortons, McDonalds, Walmart,
Target, as well as Canadian financial institutions RBC Financial Group and BMO
Financial Group. 


The acquisition complements Cineplex's existing digital signage business,
Cineplex Digital Media ("CDM"), whose clients include Scotiabank, CIBC,
SunTrust, Rogers, Oxford Properties, Brookfield office towers and ONroute, among
others. 


EK3 will be renamed and operate as Cineplex Digital Networks ("CDN"), and will
continue to be led by EK3 President and CEO, Nick Prigioniero.


"Cineplex's brand, resources and media sales along with EK3's proprietary
technology platform, network management, award-winning creative services and
digital merchandising expertise is a powerful combination," said Ellis Jacob,
President and CEO, Cineplex Entertainment. "The strengths of CDM and CDN will
make us a leader in the indoor digital signage industry and provides a platform
for significant growth throughout North America."


Financial Highlights

EK3 has annual revenue of approximately $26 million and Normalized EBITDA of
approximately $4 million. The reverse earn-out payment will be based on a
multiple of 6x 2015 adjusted Normalized EBITDA in excess of $4 million, subject
to certain adjustments, with an aggregate maximum purchase price of $78 million
for both the initial and the earn-out payments.


Closing of the Transaction

Cineplex's offer is conditional upon acceptance by the holders of 97 percent of
EK3's shares. Closing of the transaction will be subject to customary closing
conditions and is expected within two to four weeks. 


Financing 

Cineplex has availability under its existing credit facilities to fund the
purchase price. 


Conference Call

Cineplex will hold a conference call for analysts and investors today,
Wednesday, July 17, 2013, at 9:30 a.m. Eastern Daylight Time ("EDT") to discuss
this announcement in further detail. To join this conference call, please dial
416-644-3415, or if calling from outside of Toronto, dial 1-877-974-0445 at
least five to ten minutes prior to 9:30 a.m. EDT. Please quote conference ID#
4627148 to access the call.


If you cannot participate in a live mode, a replay will be available. Please
dial 416-640-1917 or 1-877-289-8525 and enter code 4627148#. The replay will
begin at 11:30 a.m. EDT on Wednesday, July 17, 2013, and end at 11:59 p.m. EDT
on Wednesday, July 24, 2013.


Non-GAAP Measures

This press release makes reference to certain non-GAAP measures. These non-GAAP
measures do not have a standardized meaning in accordance with such principles
and are therefore unlikely to be comparable to similar measures presented by
other companies. Rather, these measures are provided as additional information
to complement GAAP measures by providing further understanding of operations
from management's perspective. Management presents non-GAAP measures,
specifically EBITDA and adjusted Normalized EBITDA, as it believes that these
non-GAAP measures are frequently used by securities analysts, investors, lenders
and other interested parties as measures of financial performance and to provide
a supplemental measure of operating performance and thus highlight trends that
may not otherwise be apparent when relying solely on GAAP measures. 


Because non-GAAP measures do not have standardized meanings, securities
regulations require that non-GAAP measures be clearly defined and qualified, and
reconciled to their nearest GAAP measure. The definitions of the non-GAAP
measures contained in this release are as follows:


"EBITDA" is calculated by adding back to net income, income tax expense,
amortization and interest expense net of interest income. 


"Normalized EBITDA" is calculated by adjusting EBITDA for non-recurring or
unusual items.


"2015 adjusted Normalized EBITDA" is defined as Normalized EBITDA adjusted to
reflect the annualized impact of certain committed, but not fully deployed
networks. 


Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of
applicable securities laws, such as statements concerning anticipated future
events, results, circumstances, performance or expectations that are not
historical facts. Forward-looking information in this press release includes,
but is not limited to, statements regarding the timing and completion of the
proposed acquisition (including the number of locations), final financing
breakdown, timing and value of expected synergies, the effective acquisition
multiple and accretion, competitive position, growth prospects, expectations
regarding operations and future oriented financial information such as estimates
regarding future sales, revenues, margins, cash flows, costs and other financial
and credit metrics. 


These statements are not guarantees of future performance and are subject to
numerous risks and uncertainties, including those described in Cineplex's Annual
Information Form ("AIF"). Those risks and uncertainties include adverse factors
generally encountered in the film exhibition industry such as poor film product
and unauthorized copying; the risks associated with national and world events,
including war, terrorism, international conflicts; natural disasters, extreme
weather conditions, infectious diseases; changes in income tax legislation; and
general economic conditions. In addition, these risks and uncertainties include
the ability to achieve the expected synergies and the timing of same; the
effectiveness of integration efforts and risks related to the satisfaction of
the conditions to closing the transaction and the related financing
arrangements, including future general economic and market conditions, including
debt and equity capital markets. Many of these risks and uncertainties can
affect our actual results and could cause our actual results to differ
materially from those expressed or implied in any forward-looking statement made
by us or on our behalf. All forward-looking statements in this press release are
qualified by these cautionary statements. These statements are made as of the
date of this press release and, except as required by applicable law, we
undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Additionally, we undertake no obligation to comment on analyses, expectations or
statements made by third parties in respect of Cineplex, its financial or
operating results or its securities. Additional information, including
Cineplex's AIF, can be found on SEDAR at www.sedar.com.


About Cineplex

Cineplex Inc. ("Cineplex") is one of Canada's leading entertainment companies
and operates one of the most modern and fully digitized motion picture theatre
circuits in the world. A top-tier Canadian brand, Cineplex operates numerous
businesses including theatrical exhibition, food services, gaming, alternative
programming (Front Row Centre Events), Cineplex Media, Cineplex Digital
Solutions and the online sale of home entertainment content through
CineplexStore.com and on apps embedded in various electronic devices. Cineplex
is also a joint venture partner in SCENE - Canada's largest entertainment
loyalty program.


Cineplex is headquartered in Toronto, Canada, and operates 136 theatres with
1,454 screens from British Columbia to Quebec, serving approximately 71 million
guests annually through the following theatre brands: Cineplex Odeon,
SilverCity, Galaxy Cinemas, Colossus, Coliseum, Scotiabank Theatres, Cineplex
Cinemas, Cineplex VIP Cinemas, Famous Players and Cinema City. Cineplex also
owns and operates the UltraAVX, Poptopia, and Outtakes brands. Cineplex trades
on the Toronto Stock Exchange under the symbol CGX. More information is
available at cineplex.com.


About EK3

EK3 is a full-service in-store digital merchandising provider operating in all
10 Canadian provinces and three territories, the United States, United Kingdom
and the Middle East. Treating each store as a unique marketing entity and
pioneering the concept of Smart Store Networks(TM), EK3 specializes in
SaaS-based solutions, deployment and technical services, strategic planning,
content creation and media sales. With well over a decade of research and
development experience, EK3 has deployed some of the world's largest and most
complex digital networks using proprietary state-of-the-art technology and
patented software.


FOR FURTHER INFORMATION PLEASE CONTACT: 
For information, interviews or photos please contact:
Cineplex Entertainment
Pat Marshall
Vice President, Communications and Investor Relations
416-323-6648
pat.marshall@cineplex.com


Cineplex Entertainment
Mike Langdon
Director, Communications
416-323-6648

CanaDream Corporation (TSXV:CDN)
Gráfica de Acción Histórica
De May 2024 a Jun 2024 Haga Click aquí para más Gráficas CanaDream Corporation.
CanaDream Corporation (TSXV:CDN)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024 Haga Click aquí para más Gráficas CanaDream Corporation.