Highlights the Long-Term Benefits of the Deal,
Including the Ability to Fuel New Growth in China While Reducing Operation Costs
NEW
YORK, Sept. 26, 2023 /PRNewswire/ -- IMAX
Corporation (NYSE: IMAX) today announced that leading independent
proxy advisory firm Institutional Shareholder Services, Inc.
("ISS") has recommended that shareholders of IMAX China
(HKSE:1970), a Hong Kong-listed
subsidiary established by IMAX Corporation to oversee its business
in Greater China, vote "FOR" the
Company's previously announced privatization transaction with
IMAX.
In making its recommendation, ISS stated in its September 26, 2023 report that1:
- "A vote FOR these resolutions is warranted given that the
Scheme will assure value for the shareholders as well as allow them
to leverage the value of their investments in the company at a
reasonable premium to the historical price of the shares."
- "The privatization of the company may potentially provide
greater long-term benefits over the group's development and
financial position, as the company may reduce operation costs and
could allow the management to focus their resources on the
development of its businesses."
- "The Offer Price is deemed fair and reasonable. If the Scheme
is not approved and the company's withdrawal of listing will not
take place, the shareholders could face the risk of the company's
share price dropping to a level close to the unaffected
price."
- "The Scheme would provide the shareholders the opportunity to
realize their investments at a significant premium to the
historical price of the company's shares."
- "As explained by the company and IFA, the performance
demonstrated by the trading volume of the company's shares has been
generally low in the past year. The low trading liquidity of the
company's shares could make it difficult for shareholders to
dispose large volume of shares without adversely affecting the
price of shares."
Rich Gelfond, CEO of IMAX
Corporation, commented on the report saying, "The support of
leading independent proxy advisor ISS is strong validation of our
fair and reasonable offer to take IMAX China private — an offer
which represents a substantial premium to current market
prices. We encourage shareholders to approve the transaction
and realize the value in this offer, while retaining the
opportunity to reinvest in IMAX Corporation shares and participate
in the company's continued growth in China."
As announced on July 12, 2023,
IMAX and IMAX China filed a proposal to acquire the outstanding
96.3 million shares in IMAX China for approximately HK$10 per share in cash / USD $124 million. The offer represents an approximate
49% premium to the 30-trading day average closing price. Upon
approval of the offer and the scheme of arrangement, IMAX
Corporation will own 100% of IMAX China.
IMAX China has scheduled an Extraordinary Shareholders Meeting
to approve the proposed transaction with IMAX for October 10, 2023. All stockholders of record as
of the close of business on October 4,
2023 are entitled to vote.
The offer has been approved by both IMAX Corporation and IMAX
China's Boards of Directors. In addition, the transaction was
reviewed and approved by an independent committee of the IMAX China
board at the recommendation of an Independent Financial Advisor
("IFA"), who concluded the transaction terms are fair and
reasonable. The full IFA letter is contained in the scheme
document jointly issued by IMAX China and IMAX Corporation on
September 15, 2023.
1 Permission to use quotations neither sought
nor obtained.
About IMAX Corporation
IMAX, an innovator in entertainment technology, combines
proprietary software, architecture, and equipment to create
experiences that take you beyond the edge of your seat to a world
you've never imagined. Top filmmakers and studios are utilizing
IMAX systems to connect with audiences in extraordinary ways,
making IMAX's network among the most important and successful
theatrical distribution platforms for major event films around the
globe. Streaming technology company SSIMWAVE, an IMAX subsidiary,
is a leader in AI-driven video quality solutions for media and
entertainment companies.
IMAX is headquartered in New
York, Toronto, and
Los Angeles, with additional
offices in London, Dublin, Tokyo, and Shanghai. As of June
30, 2023, there were 1,718 IMAX systems (1,638 commercial
multiplexes, 12 commercial destinations, 68 institutional)
operating in 87 countries and territories. Shares of IMAX China
Holding, Inc., a subsidiary of IMAX Corporation, trade on the Hong
Kong Stock Exchange under the stock code "1970."
IMAX®, IMAX® Dome, IMAX® 3D, IMAX® 3D Dome, Experience It In
IMAX®, The IMAX Experience®, An IMAX Experience®, An IMAX 3D
Experience®, IMAX DMR®, DMR®, Filmed For IMAX™, IMAX LIVE™, IMAX
Enhanced™, IMAX nXos®, SSIMWAVE® and Films to the Fullest®, are
trademarks and trade names of the Company or its subsidiaries that
are registered or otherwise protected under laws of various
jurisdictions. For more information, visit www.imax.com. You may
also connect with IMAX on Instagram (www.instagram.com/imax),
Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax),
YouTube (www.youtube.com/imaxmovies) and LinkedIn
(www.linkedin.com/company/imax).
Forward-Looking Statements
This press release contains forward looking statements that are
based on IMAX management's assumptions and existing information and
involve certain risks and uncertainties which could cause actual
results to differ materially from future results expressed or
implied by such forward looking statements. These forward looking
statements include, but are not limited to, statements regarding
the benefits of the acquisition, expansion and growth of business,
operations and technology, industry prospects and consumer
behavior, plans and references to the future success of IMAX
Corporation together with its consolidated subsidiaries and
expectations regarding the Company's future operating, financial
and technological results. These forward-looking statements are
based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends,
current conditions and expected future developments, as well as
other factors it believes are appropriate in the circumstances.
However, whether actual results and developments will conform with
the expectations and predictions of the Company is subject to a
number of risks and uncertainties, including, but not limited to,
risks related to the adverse impact of the COVID-19 pandemic; risks
associated with investments and operations in foreign jurisdictions
and any future international expansion, including those related to
economic, political and regulatory policies of local governments
and laws and policies of the United
States and Canada as well
as geopolitical conflicts, such as the conflict between
Russia and Ukraine; risks related to the Company's growth
and operations in China; the
performance of IMAX DMR® films and other films released to the IMAX
network; the signing of IMAX System agreements; conditions, changes
and developments in the commercial exhibition industry; risks
related to currency fluctuations; the potential impact of increased
competition in the markets within which the Company operates,
including competitive actions by other companies; the failure to
respond to change and advancements in digital technology; risks
relating to consolidation among commercial exhibitors and studios;
risks related to brand extensions and new business initiatives;
conditions in the in-home and out-of-home entertainment industries;
the opportunities (or lack thereof) that may be presented to and
pursued by the Company; risks related to cyber-security and data
privacy; risks related to the Company's inability to protect its
intellectual property; risks related to climate change; risks
related to weather conditions and natural disasters that may
disrupt or harm the Company's business; risks related to the
Company's indebtedness and compliance with its debt agreements;
general economic, market or business conditions; risks related to
political, economic and social instability, including with respect
to the Russia-Ukraine conflict; the failure to convert IMAX
System backlog into revenue; changes in laws or regulations; any
statements of belief and any statements of assumptions related to
the foregoing; other factors and risks outlined in the Company's
periodic filings with the United States Securities and Exchange
Commission or in Canada, the
System for Electronic Document Analysis and Retrieval; and other
factors, many of which are beyond the control of the Company.
Consequently, all of the forward looking statements made in this
press release are qualified by these cautionary statements, and
actual results or anticipated developments by the Company may not
be realized, and even if substantially realized, may not have the
expected consequences to, or effects on, the Company. These
factors, other risks and uncertainties and financial details are
discussed in IMAX's most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. The Company undertakes no
obligation to update publicly or otherwise revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No statement in this press release should be interpreted to mean
that the earnings or financial performance of IMAX Corporation or
IMAX China for the current year or future years will necessarily
match or exceed the historical or published earnings or financial
performance of IMAX Corporation or IMAX China, respectively.
For more information, please contact:
Investors:
Jennifer
Horsley
jhorsley@imax.com
Media:
Mark Jafar
mjafar@imax.com
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SOURCE IMAX Corporation