The Imagine Films Entertainment saga has almost drawn to a conclusion. The beleaguered production company, as expected, announced yesterday that its board has approved a $ 9-a-share buyout offer made by its founders and former co-chief executives, Ron Howard and Brian Grazer.
In a press release, Imagine said IFE Acquisition Co., controlled by the duo, will begin the tender offer for its stock no later than Jan. 21.Imagine shareholders will be receiving a 60-plus page circular sometime before that date describing the buyout procedure.
That document, to be completed within the next few days, is likely to include a discussion of other bids considered by Imagine’s special committee of its board during the past few months, according to a source close to the deal.
But Scott Bice, dean of the USC Law Center and chairman of the special committee, said that though the panel and its advisers investigated numerous strategic options, “The $ 9-per-share cash offer is the best alternative available to public shareholders.”
Attorney and board member Peter Dekom, Andy Vajna’s Cinergi Prods., Japan’s Fujisankei Group and even New Line Pictures were rumored to be suitors.
A source close to the negotiations said that securing financing was the major stumbling block faced by most potential suitors. At least one of the proposed deals, a stock-for-stock sale, was considered too risky by the committee.
Under the terms of the deal, Howard and Grazer, who own about 54% of Imagine’s outstanding common shares, will receive personally about $ 1 per share for their holdings, or at least $ 3 million.
The pair plan to finance their $ 23.5 million offer through a loan provided by Universal Pictures, the proceeds of a sale of certain Imagine assets to the studio and other cash on hand at the company.
Imagine now holds about $ 15 million in cash, according to documents filed yesterday with the Securities & Exchange Commission, compared to $ 21 million last June.
The filing also revealed that the duo had begun raiding Imagine’s development projects for their new six-year production deal with Universal. In early January , Imagine agreed to sell development rights to its project “Cowboy Way” to Universal for $ 1.75 million, plus a fee of $ 750,000 if the film is produced.
The reason for the sale, according to the documents, was to ensure the availability of an unnamed actor. Otherwise, “The value of this project to (Grazer and Howard) would decline significantly.”
Imagine said its convertible preferred stock held by Universal’s parent company, MCA Inc., will either be redeemed for its original $ 10 million investment or, if necessary, converted into 1.25 million common shares.
Universal also has agreed to loan Grazer and Howard $ 3.2 million for legal expenses possibly incurred in the four shareholder lawsuits filed against them in Delaware. The lawsuits contend that the pair are trying to acquire the company for less than a fair price and that the shares are worth as much as $ 12 to $ 13 apiece.
“I don’t think this is equitable,” said Joel Kaplan of the $ 9 price. Kaplan, a stockbroker, owns 65,000 common shares, plus warrants and preferred stock. He says he’ll take a $ 130,000 loss on the deal.
“Their purpose is to buy the company from us cheaply, and if it looks dismal enough, it’s obvious no outside bidder will want it and we’ll be grateful for the $ 9-per-share offer,” he said.
The $ 9-a-share offer, however, is “slightly over book value,” according to a financial source close the deal.
In the over-the-counter market yesterday, Imagine shares closed 38 cents higher at $ 8.88.