Leading Independent Proxy Advisory Firm Glass Lewis Recommends IMAX China Shareholders Vote "FOR" the Privatization Transaction with IMAX Corporation
Glass Lewis and ISS Now Both Recommend Support For the Privatization Transaction with IMAX
NEW YORK, Oct. 2, 2023 /PRNewswire/ -- IMAX Corporation (NYSE: IMAX) today announced that leading proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") 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. Previously, leading proxy advisory firm Institutional Shareholder Services Inc. ("ISS") also recommended in favor of the privatization transaction.
In making its recommendation, Glass Lewis stated in its September 22, 2023 report that1:
- "The board has presented a sufficient case to support its view that the scheme ultimately presents an opportunity for shareholders to realize their investments at attractive premiums."
- "The Advisor's fairness opinion relies on reasonable methodologies and assumptions and ultimately suggests that the value provided by the scheme is within a reasonable range."
- "At the same time, the offer represents what we consider to be substantial market premiums."
Rich Gelfond, CEO of IMAX Corporation, commented on the report saying, "Glass Lewis joining ISS in recommending in favor of our offer to take IMAX China private is further validation of the benefits of this transaction. We continue to encourage shareholders to approve this offer, which represents a substantial premium to current market price."
Earlier, ISS also encouraged IMAX China shareholders to vote "FOR" the Company's previously announced privatization transaction with IMAX2:
- "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 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."
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.
1,2 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/imax).
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.
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