Patton Vision, LLC Issues Statement Clarifying the Company’s All Cash Offer To Purchase Reading International (Nasdaq: RDI)
Los Angeles (March 20, 2019) – Patton Vision, LLC issued the following statement from Mr. Paul Heth, President and Chief Executive Officer of the company, clarifying the amount and value of the offer of Patton Vision, LLC to acquire 100 percent of Reading International, Inc. (Nasdaq: RDI).
Patton Vision, LLC and its consortium of investors, including Madison Dearborn Partners, TPG and others on November 5, 2018 proposed to acquire 100 percent of the outstanding equity interests of Reading International for cash at an aggregate price equivalent to $595.2 million in total enterprise value, which assumed total net debt of $151.1 million and resulted in a total equity value of $444.0 million.
At the time, this $444.0 million in equity value reflected a 20 percent premium to Reading International aggregate equity value based on the closing market prices on November 2, 2018 for the aggregate Class A and Class B common stock and assumed 22.1 million Class A common shares and 1.7 million Class B common shares fully diluted shares outstanding. This offer constituted an increase in equity value to a previous offer from Patton Vision.
This offer was reiterated to the Board of Directors of Reading International in a formal letter on December 7, 2018. On January 17, 2019 Patton Vision wrote to the Board Members of Reading International, extending the Patton Vision offer through March 2019, so the offer would be available to the Board and Reading International shareholders throughout the Board’s strategic review process undertaken in early 2019.
On March 18, 2019, Reading International issued a statement that inaccurately characterized the offer of Patton Vision to purchase 100 percent of Reading International. We are making this statement to clarify two things in response to the statement of Reading International.
First, the Patton Vision offer in November 2018 was, in fact, an increase in consideration for all Reading International shareholders from Patton Vision’s previous proposal. Second, while our November 5, 2018 letter provided an illustration of what the per share price might be if the aggregate percentage premium were applied to each of the closing prices of the Class A and B shares as of November 2, 2018, the offer itself was on an aggregate equity value basis and did not constitute an offer or a specific price per share for Reading International Inc. class A and class B shares; nor did the subsequent Patton Vision December 7, 2019 reiteration of the offer.
We continue to urge the Board of Directors of Reading International to retain advisers and to engage in meaningful discussions regarding our proposed purchase offer and to permit us to clarify any questions or misunderstandings. We have stressed to Reading International in all of our correspondence that our valuation of the company is based on only public information. We remain willing to discuss the valuation metrics of the company based on any additional information from the management of Reading International.