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RealD to Go Private in $551 Million Deal With Private-Equity Firm Rizvi Traverse

3D cinema technology firm RealD agreed to be acquired in a deal worth $551 million with private-equity firm Rizvi Traverse Management, a year after rejecting an unsolicited takeover offer from Starboard Value.

Upon completion of the deal, RealD will become a privately held company. The RealD board has approved the agreement and recommended that shareholders vote in favor of the transaction, under which shareholders are to receive $11 per share in cash.

RealD, founded in 2003, has deployed its 3D platform to about 27,300 cinema screens worldwide. Over the past year, RealD has been engaged in a review of strategic alternatives. That came after activist investor group Starboard on Oct. 1, 2014, extended an unsolicited (and nonbinding) bid to purchase RealD for $12 per share. Last November, RealD said its board “carefully reviewed the unsolicited indication of interest from Starboard Value LP and unanimously determined not to pursue it.”

“This transaction with Rizvi Traverse… provides immediate and substantial cash value to RealD shareholders at a significant premium to the company’s unaffected share price,” Frank J. Biondi Jr., RealD’s lead independent director, said in a statement.

RealD chairman and CEO Michael Lewis added, “I am excited about the future of RealD, where in partnership with Rizvi Traverse, we can continue to maximize the value inherent in RealD’s cinema platform and leading IP portfolio. As a private company, RealD will have the flexibility and resources to further invest in our continued cinema leadership and visual technology innovation.”

In connection with the deal with Rizvi Traverse, the company said Lewis plans to reinvest his equity into the transaction and has agreed to vote his shares in favor of the merger. Lewis will continue to serve as chairman and chief exec of RealD following the close of the proposed deal.

Rizvi Traverse’s proposed deal for RealD, subject to shareholder and regulatory approvals, is expected to close in the company’s fiscal 2016 fourth quarter (which ends in March 2016) or shortly thereafter. RealD will seek investor approval at its annual shareholder meeting in February 2016.

Also Monday, L.A.-based RealD posted lower revenue and a bigger loss for fiscal Q2 2016, which ended Sept. 30. The company reported total revenue of $38.5 million, down 19.5% year over year, and net loss of $7.9 million (15 cents per diluted share) versus a loss of 2 cents per share a year prior.

RealD said year-over-year financial comparisons were hurt by fewer 3D theatrical releases in the most recent quarter, with seven compared with nine in fiscal Q2 2015. Lewis, in announcing the results, said the second half of fiscal 2016 is set for a “solid” 3D film slate, including the premiere of “Star Wars: The Force Awakens” on Dec. 18 and “Batman v Superman: Dawn of Justice” on March 25, 2016.

Rizvi Traverse Management has investments in media, entertainment and tech companies including Twitter, Playboy, Snapchat, SpaceX, Square and Vessel. Its previous investments include ICM, Summit Entertainment and Facebook.

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