Ron Howard and Brian Grazer made an official offer of $ 9 per share, or $ 23. 5 million, to acquire the remaining stock of Imagine Films, according to documents filed yesterday with the Securities & Exchange Commission.
However, it was unclear if Imagine received takeover bids from any other parties. Andy Vajna’s Cinergi Prods. reportedly is performing due diligence on a potential offer. Lawyer Peter Dekom and Japan’s Fujisankei Group are also rumored to be suitors.
Howard and Grazer already own a 54% stake in the company, which they formed in 1986.
Bid was expected
Their cash bid for the remaining outstanding shares was expected, after a special committee of Imagine’s board gave them a Nov. 30 deadline to strike a deal.
The duo filed separate SEC documents late Monday evening, according to legal counsel to the pair.
In a letter to the special board committee, Grazer and Howard said they were “pleased to submit” their proposal.
Through HG Prods., a general partnership they control, the duo offered to acquire Imagine in a two-part transaction, including the $ 9-per-share tender offer and consequent merger of Imagine into HG.
According to the SEC documents, Howard and Grazer would borrow $ 14 million from Universal to buy back the remaining public shares.
Imagine currently has $ 10 million in cash, said a source close to the deal. Total liabilities were $ 8.3 million, according to SEC filings made by the company last June.
Insiders point out that the transaction is specially structured to protect Universal’s $ 10 million stake in Imagine’s convertible preferred stock.
The takeover agreement guarantees that Universal will not convert its preferred stock into common stock if it is allowed to gain control of the remaining development projects on Imagine’s slate, use of its name and distribution rights to Imagine films.
The book value of these other assets is estimated at $ 10 million and films in development include “Curious George,” based on the cartoon character, and “Blow Hard,” an action farce.
If Universal were to convert its shares, it would add another 1.25 million common shares to Imagine’s shareholder base, and most likely boost the takeover price for a third party. At a $ 9 price, for example, those shares are worth about $ 11.3 million.
Universal also owns about half a million stock warrants, exercisable at $ 10 a share.
If both the preferred and warrants were converted, the studio’s total ownership stake in the company would be 24%.
Stock rose 25 cents
In over-the-counter trading yesterday, Imagine rose 25 cents to $ 8.50.
Last spring, Grazer and Howard announced they would be leaving the company when their contracts expired Nov. 27.
In May, the two signed a six-year production agreement with Universal and said then that they were considering a buyout of Imagine’s public shareholders for $ 9 a share.
However, several shareholder suits filed last spring in Delaware Chancery Court charge the parties with trying to acquire the company on the cheap, and some estimated the company was worth at least $ 12-$ 13 per share.
The SEC documents filed by Grazer and Howard leave the door open for a third-party offer.
“Grazer and Howard continue to be willing to have conversations with third parties regarding the possible acquisition of the company by such third parties, which would better serve the interests of all the company’s shareholders than would the proposal,” the documents state.
Imagine chief financial officer Michael Meltzer confirmed the company had received the proposal documents late yesterday afternoon from Grazer and Howard, but would not comment on whether the company had received any other takeover bids.
Committee will consider offer
A special board committee, which doesn’t include Grazer and Howard, will be considering the offer, Meltzer said.
The offer will remain effective until 5 p.m. local time on Dec. 10 and subject to an array of conditions. Meltzer refused to comment on a time frame for the board’s review.
If the deal is completed, the new company, once it pays off its loans, is required to pay out 25% of its profits to Universal.