Slaughter and May is advising Morgan Stanley Asia Limited (Morgan Stanley) as financial adviser to IMAX Corporation (Offeror), on the proposed privatisation of IMAX China Holding, Inc. (IMAX China), a company listed on the Hong Kong Stock Exchange (stock code: 1970). The privatisation will be implemented by way of a scheme of arrangement pursuant to the Companies Act of the Cayman Islands. Upon completion of the proposal, the Offeror will hold (directly and indirectly) 100% of the shares of IMAX China, and IMAX China will apply for withdrawal of the listing of its shares on the Hong Kong Stock Exchange.
The privatisation proposal was announced on 13 July 2023. The total amount of cash required to implement the privatisation proposal is approximately HK$965 million (US$123 million).
The privatisation proposal also includes a share incentive offer for employee share options and awards, whereby share options will be subject to an offer in cash for their cancellation, while share awards will be exchanged into share awards of the offeror based on a formula that takes into account the cancellation price under the scheme of arrangement.
IMAX China is incorporated in the Cayman Islands and has been listed on the Main Board of the Hong Kong Stock Exchange since 8 October 2015. It is a leading entertainment technology company, the exclusive licensee of the IMAX brand in the theatre network, sales and maintenance business, and the sole commercial platform for the release of IMAX format films in Greater China. Together with its subsidiaries, they are principally engaged in the entertainment industry specialising in digital and film-based motion picture technologies.
The Offeror is a company incorporated in Canada and listed on the New York Stock Exchange. It is a premier global technology platform for entertainment and events. Through its proprietary software, theatre architecture, patented intellectual property, and specialized equipment, the Offeror offers a unique end-to-end solution to create superior, immersive content experiences.
Benita Yu, Senior Partner, comments, “We are excited to be once again advising Morgan Stanley, as well as working with IMAX Corporation and IMAX China, on this significant transaction in the entertainment tech industry, and look forward to seeing the ensuing benefits that the privatisation will bring.”