Last August, more than 30 parties expressed an interest in acquiring Imagine Films Entertainment, according to documents sent out yesterday to Imagine’s public shareholders.Discussions were held with the special committee of Imagine’s board, formed to consider the offers, and confidential information about the company was distributed to a dozen parties. However, the only bid that officially surfaced was the $ 9-per-share cash buyout proposed by Imagine’s founders and former chiefs, Brian Grazer and Ron Howard. That bid was approved last week by Imagine’s board. The cash tender offer started yesterday and Imagine’s public shareholders will be soon receiving in the mail a bulky 75-plus-page circular describing procedures for the buyout as well as the hurdles the company faced in evaluating its future. The tender offer documents, which were also filed with the Securities & Exchange Commission yesterday, reveal that the other potential bidders’ proposals to public shareholders were in excess of the $ 9 per share–with at least one as high as $ 11 in cash. The information in the documents is all the more sensitive because four shareholder lawsuits have been filed against Imagine, accusing Grazer and Howard of trying to shortchange public shareholders. The documents reveal that last Friday, lawyers representing the dissenting shareholders “informally” advised the company that they may try to stop the tender offer through a preliminary injunction. Yesterday, Imagine was readying legal papers that will deny all the shareholder allegations, according to the documents. The documents also state that during June and July of 1992, Imagine proposed an $ 11-a-share buyout to Grazer and Howard as well as the company’s option to purchase their shares in order to make available to potential bidders a block of the shares. However, in early July, the duo rejected the offer. Also in July, the documents state, the special committee reviewed a draft of a business plan circulated and recommended by Peter Dekom, an Imagine board member who had been rumored to be interested in buying the company. His plan, the papers say, “contemplated” the continued operation of Imagine as an independent production company under new management and with new sources of capital. In addition, the documents show that the special committee also considered hiring a new chief executive officer for the company after hearing a presentation by a senior executive of a major talent agency, rumored to be Michael Ovitz, identifying various candidates interested in that position. In the end, however, the documents show that Grazer and Howard’s 54% ownership of the company, as well as Universal’s distribution agreement and preferred share stake in Imagine, posed a major stumbling block against any other bids under consideration. “Each (proposal) sought or required, to one degree or another, significant agreements with, and financial concessions by, Universal and Messrs. Grazer and Howard,” the documents state, “as a condition to making such a proposal.” The tender offer is scheduled to expire at midnight, New York time, on Tuesday, Feb. 16. The offer is conditioned on, among other things, that the company receive at least a majority of the outstanding shares held by public shareholders.
- Triptyk Studios, New York, New York
- Petrol Advertising, Burbank, California
- Bridgewater Associates, Westport, Connecticut
- Company Confidential, Aspen, Colorado
- Save the Children, Fairfield, Connecticut