British theater chain Cineworld has sealed a deal to acquire U.S.-based Regal Entertainment Group for $3.6 billion. Finalization of the deal terms was announced Tuesday by Cineworld, which will pay $23 per share of Regal.
“The acquisition will create a globally diversified cinema operator across 10 countries and allow Cineworld to access the attractive North American cinema market,” Cineworld said after concluding an agreement with Regal for an all-cash buyout.
Regal operates 561 cinemas in 43 states and other U.S. territories, with a total of more than 7,300 screens. The Knoxville, Tenn.-based company’s major brands are Regal Cinemas, United Artists Theatres and Edwards Theatres. Cineworld, which was founded in 1995, does business in nine countries and owns the art-house Picturehouse brand in Britain, is Europe’s second-largest exhibitor in terms of number of screens, with more than 2,000 at 221 sites.
Combined, the companies would have more power to compete with Dalian Wanda’s AMC Entertainment, which in Europe owns London-based Odeon & UCI Cinemas and Stockholm-based Nordic Cinema Group. The Cineworld-Regal deal also comes amid declining box office revenue in North America, which is expected to close 2% down on last year’s total despite yet-to-open blockbusters such as “Star Wars: The Last Jedi.”
Regal itself reported a 12% drop in revenue and 14% fall in attendance for the third quarter, a poor performance it blamed on the lackluster lineup of movies on offer. Its share price, however, has gone up since word leaked of the possible acquisition by Cineworld. Billionaire Philip Anschutz, whose Anschutz Corp. owns a controlling stake in Regal, is known to want to cash out of the company, which put itself on the block in 2015 but could not find a buyer.
“We are excited to have reached an agreement with Cineworld, at a price that represents a meaningful premium on Regal’s unaffected share price for our shareholders,” Regal CEO Amy Miles said in a statement. “We believe the transaction announced today provides compelling value for our stockholders. We believe this partnership with Cineworld will enhance Regal’s ability to deliver a premium movie-going experience for customers and further build upon our strategy of introducing innovative concepts and premium amenities designed to enhance the value of our theater assets.”
Mooky Greidinger, CEO of Cineworld Group, said the merger would provide Cineworld “with the optimal platform on which we can continue our growth strategy….Consolidation is an important move forward and the best practices we have successfully rolled out across Europe will be the key driver to continued success.”
Because of the size of the transaction, and the relative sizes of Cineworld and Regal, the acquisition has been classified as a reverse takeover. It is subject to approval by Cineworld shareholders, who will be notified of a meeting and given more details on the merger next month.
The agreement also includes a “go shop” period which allows Regal to entertain competing proposals. That window closes Jan. 22, but is not likely to produce a meaningful rival bid that would impede completion of the Cineworld transaction as expected in the first quarter of 2018.