CENTENNIAL, Colo.--(BUSINESS WIRE)--
National CineMedia, Inc. (NASDAQ: NCMI) (the Company) announced today
that it has entered into a definitive merger agreement with
Screenvision, for $375 million of cash and stock on a debt free, cash
free basis. The Company is the managing member and owner of 45.8% of
National CineMedia, LLC (NCM LLC), the operator of the largest
in-theatre digital media network in North America. Following the merger,
NCM, Inc. will evaluate whether to contribute the Screenvision assets to
NCM LLC. Although it is under no obligation to do so, NCM, Inc. expects
that it will contribute the Screenvision assets and debt incurred to
finance the acquisition to NCM LLC in exchange for approximately 9.9
million NCM LLC membership units and that the combined operation will
result in an estimated $30 million of annual operating cost synergies.
The merger will create a higher quality and more competitive video
advertising network that will cover nearly all 210 Designated Market
Areas® across all 50 states and deliver to approximately 3,900 theatres
with over 34,000 screens, reaching over 1.1 billion annual patrons.
Under the terms of the agreement, the Company will pay Screenvision's
owners a total purchase price of $225 million in cash and $150 million
of the Company's common stock (approximately 9.9 million shares, based
upon a fixed price of $15.15 per share), subject to a net working
capital purchase price adjustment.
National CineMedia's Chairman and CEO Kurt Hall said, "We are very
excited about our merger agreement with Screenvision as it will position
the combined new company to be much more competitive in the expanding
video and overall advertising marketplace, including the new online and
mobile advertising platforms. With the investments we will be making to
create one more efficient national network, I am confident that we will
bring more advertising revenue to our theatre circuit partners and a
higher quality pre show to their patrons."
Mr. Hall concluded, "As technology continues to empower consumers to
watch programming how and when they want and view advertisements if they
want, with our broader network reach and improvements we are making to
our audience targeting capabilities I am confident that our theatre
network will become the one place where brands are comfortable their ads
are being seen."
Screenvision's CEO Travis Reid said, "I could not be more proud of the
Screenvision team's accomplishments in helping to drive the cinema
advertising industry to where it is today. The choices for advertisers
continue to grow daily, and I am excited by the possibilities this
business combination creates to enable advertisers to use this
high-impact medium even more effectively to reach their business goals."
The acquisition has been unanimously approved by the boards of directors
of both the Company and Screenvision, as well as Screenvison's equity
owners, and is expected to close after the receipt of regulatory
approvals and the satisfaction of other customary closing conditions.
The Company was advised in this transaction by J.P Morgan as financial
advisor and Sherman & Howard LLC and Dechert LLP as legal counsel.
Moorgate Partners and GreenbergTraurig, LLP advised the Company's
independent directors. Barclays is acting as exclusive financial advisor
to Screenvision and legal counsel to Screenvision is Latham & Watkins
LLP.
About National CineMedia, Inc.
National CineMedia (NCM) operates NCM Media Networks, a leading
integrated media company reaching U.S. consumers in movie theaters,
online and through mobile technology. NCM presents cinema advertising
across the nation's largest digital in-theater network, comprised of
theaters owned by AMC Entertainment Inc. (NYSE: AMC), Cinemark Holdings,
Inc. (NYSE: CNK), Regal Entertainment Group (NYSE: RGC) and other
leading regional theater circuits. NCM's theater advertising network
covers 183 Designated Market Areas® (49 of the top 50) and includes over
19,800 screens (approximately 19,000 connected to our Digital Content
Network). During 2013, approximately 710 million patrons (on an
annualized basis) attended movies shown in theaters in which NCM
currently has exclusive cinema advertising agreements in place. NCM
Digital offers 360-degree integrated marketing opportunities in
combination with cinema, encompassing 48 entertainment-related websites,
online solutions and mobile applications.
About Screenvision
Headquartered in New York, N.Y., Screenvision is a national leader in
cinema advertising, offering on-screen advertising, in-lobby promotions,
and integrated marketing programs to national, regional, and local
advertisers. Screenvision provides comprehensive cinema advertising
representation services to top tier theatrical exhibitors presenting the
highest quality moviegoing experience. The Screenvision cinema
advertising network is comprised of over 14,200 screens in 2,200+
theater locations across all 50 states and 94 percent of DMAs
nationwide; delivering through more than 150 theatrical circuits,
including six of the top 10 exhibitor companies.
Forward-Looking Statements
This press release contains various forward-looking statements that
reflect management's current expectations or beliefs regarding future
events, including the timing and completion of the acquisition of
Screenvision and the coverage of the combined company's network. Investors
are cautioned that reliance on these forward-looking statements involves
risks and uncertainties. These risks and uncertainties include
receipt of regulatory approval and satisfaction of other conditions for
the acquisition to close and the Company's ability to timely and
successfully integrate Screenvision's operations into those of NCM LLC;
as well as the other risks detailed from time to time in the Company's
Securities and Exchange Commission filings, including the "Risk Factor"
section of the Company's Annual Report on Form 10-K for the year ended
December 26, 2013.
National CineMedia, Inc.
INVESTOR CONTACT:
David
Oddo, 800-844-0935
investors@ncm.com
or
MEDIA
CONTACT:
Amy Jane Finnerty, 212-931-8117
amy.finnerty@ncm.com
Source: National CineMedia, Inc.
News Provided by Acquire Media
