Australian studios, cinemas and theme park group, Village Roadshow Limited is poised to accept a takeover bid from finance company BGH. It also said that it has raised an additional $50.4 million (A$70 million) near-term financial lifeline.
The final price of the BGH offer is contingent on multiple post-coronavirus milestones and points to an implied enterprise valuation of up to $545 million (A$758 million).
VRL owns one of Australia’s largest cinema circuits, film distribution company Roadshow Pictures and the Village Roadshow Studios at Gold Coast in Queensland. It also owns 31% of New York-based sales and production company FilmNation, and 20% of Village Roadshow Entertainment Group (VREG), a U.S-based content development and production firm.
The Australian Stock Exchange-listed group was last year shaken by disagreements among its family and senior management owners, and received takeover offers in December and January. One of the reasons it has taken such a long time to complete the deal is the crushing impact of the coronavirus on VRL’s businesses.
BGH’s January offer was to buy VRL at A$4 per share. The offer that leading shareholders are now minded to accept is for A$2.20 per share.
BGH says that it will increase the offer if the Warner Bros. Movie World and the Sea World theme parks are open to the public for a period of 5 consecutive days before the deal close date; a further increase if 75% of its cinemas are open for five days; and a final kicker if the inter-state borders between Queensland, Victoria and New South Wales have been reopened by the second half of October.
At present the Queensland theme parks are open, but operating at limited capacity, and the borders are closed. Cinemas in Australia have re-opened, albeit with mandatory capacity constraints, but those in the country’s second largest city Melbourne have been forced to close as part of the latest response to the virus outbreak.
The short-term funding injection was reported to have come from a combination of existing lenders and the Queensland Treasury Corporation. Most of it needs to be repaid within 12 months.
A core shareholder group, called VRC, says it will accept cash for a significant portion of its shares, but also remain as “significant, committed shareholders in the privatised business.” U.S. investment company, Mittleman Brothers, which has an 8.5% stake, had previously called an A$2.40 offer “shameful.”
VRC says that Clark Kirby will remain as VRL’s CEO, with Robert Kirby as executive chairman and Graham Burke as co-chairman.