Highlights the Long-Term Benefits of the Deal, Including the Ability to Fuel New Growth in China While Reducing Operation Costs
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 that:
- “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.
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 March 31, 2023, there were 1,711 IMAX systems (1,631 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.”
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