Slaughter and May is advising Cineworld on its US$5.8bn acquisition of Regal Entertainment Group

Slaughter and May, working as an integrated team with Skadden, Arps, Slate, Meagher & Flom LLP and Kramer Levin Naftalis & Frankel LLP, is advising Cineworld Group plc on its all-cash acquisition of the entire issued and to be issued share capital of Regal Entertainment Group at a price of US$23 per share, representing an aggregate consideration of US$3.6 billion (£2.7 billion), with an implied enterprise value of US$5.8 billion (£4.3 billion).

The acquisition will create a globally diversified operator across ten countries and allow Cineworld to access the North American cinema market, the largest box office in the world. Following completion, Cineworld and Regal will have 9,542 screens across the US and Europe, making the combined entity the second-largest cinema operator in the world (by number of screens).

The acquisition, related expenses and the refinancing of existing Cineworld and Regal debt will be funded by the proceeds of a fully underwritten rights issue expected to raise approximately £1.7 billion and US$4 billion (approximately £3 billion) of committed debt facilities.

Due to its size, the acquisition is classed as a reverse takeover for Cineworld under the Listing Rules, and shareholder approval is therefore a condition to completion. It is intended that a shareholder meeting will be convened in February 2018 to approve the acquisition and the rights issue, with completion expected to occur in March 2018.

Cineworld is one of the leading cinema groups in Europe, operating four brands across nine different countries with 232 sites and 2,227 screens, and currently the UK’s only quoted cinema business.