Halt was due to pending news. Here's the news, which broke after the bell:
Lions Gate Entertainment Corp. and Trimark
Holdings Agree to Merge in U.S. $50 Million
Transaction
VANCOUVER, British Columbia and LOS ANGELES, June 6 /PRNewswire/ --
Canadian-based Lions Gate Entertainment Corp. (Amex: LGF; Toronto) and
Trimark Holdings, Inc., (Nasdaq: TMRK) announced today that the two
companies have entered into a definitive agreement in which Trimark will
be merged into a newly formed, wholly owned subsidiary of Lions Gate. The
transaction, valued at approximately U.S. $50 million in cash and Lions Gate
stock, plus the assumption of Trimark's debt was jointly announced today by
Jon Feltheimer, Lions Gate's Vice Chairman and CEO, and Mark Amin,
Trimark's Chairman and CEO.
Under the merger agreement Lions Gate Entertainment will provide U.S.
$4.50 in cash and two shares of Lions Gate Entertainment stock for each
share of Trimark stock. A stock adjustment provision will assure that the
minimum total value of the consideration will be U.S. $10 per Trimark share
at time of closing. The stock adjustment provision provides that in the event
the average of the last sales price of the Lions Gate common stock on the
American Stock Exchange for the 30 trading days ending immediately prior
to the fifth calendar day before the Trimark shareholder meeting to vote on
the transaction is less than U.S. $2.75 per share, then additional Lions Gate
common stock will be issued such that the total value of the share
component will be U.S. $5.50. The deal is subject to closing of an expanded
credit line and regulatory and shareholder approval by both parties.
Lions Gate will be headed by Mr. Feltheimer and Mr. Amin will join the board
of directors of Lions Gate and will be appointed as Vice Chairman.
"This merger is the first step in the strategy we have laid out to grow the
company through acquisitions and consolidations," said Feltheimer. "The fit
between Lions Gate and Trimark is ideal. Trimark has a strong video
operation with excellent vendor relations, a library of over 650 films, an
active broadband operation and a great track record for producing and
distributing specialty and genre films."
"We intend to exploit the many synergies between our two companies to
form a formidable independent film studio, which will be a viable
competitor in the motion picture industry," said Mark Amin. This transaction
provides the opportunity for significant growth in all areas of our current
business model."
"The Trimark merger represents a continued strategy by Lions Gate to
successfully penetrate into the U.S. entertainment marketplace," added Lions
Gate Chairman Frank Giustra.
In connection with the merger agreement, Mr. Amin and another Amin family
member who own approximately 46% of Trimark's common stock, have
entered into an agreement with Lions Gate to vote their common stock in
favor of the merger agreement. Frank Giustra, Chairman of Lions Gate, who
owns approximately 10% of Lions Gate common stock, has entered into an
agreement with Trimark to vote his common stock in favor of the merger
agreement.
The two companies currently have combined annual revenues approaching
U.S. $300 million. Trimark recently reported a 3rd quarter net earnings
increase of 132% and a 29% jump in overall revenue, which represents its
third consecutive profitable quarter.
Among Trimark Pictures recent theatrical features are "Beautiful People,"
"The Last September" and "Held Up." Upcoming theatrical releases include
"Skipped Parts," starring Jennifer Jason Leigh, Brad Renfro and Drew
Barrymore; "The St. Francisville Experiment," a ghost hunt captured on film
by real participants, which continues the cinema revolution and definitively
proves that something else exists; and "Rules of Attraction," (formerly
known as "Stalk") starring Gretchen Mol, Samantha Mathis, Tom Everett
Scott and Matthew Settle.
Trimark Home Video entered into a first-look output deal with NBC in May of
1999, whereby the Company would distribute many of NBC's programs and
movies-of-the-week on Home Video and have a first look at future product.
The Company has released several "Saturday Night Live" compilations as
well as several of NBC's event programs. The Company also announced last
month that it acquired home video rights to the critically and religiously
acclaimed epic, "Jesus," starring Jeremy Sisto, Debra Messing, Armin
Mueller-Stahl, Jacqueline Bisset and Gary Oldman. "Jesus," which aired as a
May sweeps event on CBS, will enter the home video market at a sell through
price on both VHS and DVD and is slated to street on July 25th.
Trimark Pictures is the majority-owner of the broadband website
CinemaNow Inc. (www.cinemanow.com). The community-driven, streaming
media site links independent filmmakers to independent film watchers. As a
site for independent filmmakers, it provides the resources to create,
market, exhibit, and distribute films. CinemaNow is a conduit from
independent filmmakers to audiences through both its user base and as a
pathway to more conventional distribution: theatrical, video, and television.
CinemaNow also provides access to popular films and exclusive, original
content including titles from the Trimark Pictures library and now from the
Lions Gate library and an expanding selection of exclusively licensed
theatrical and short films.
These added properties will complement Lions Gate's growing roster of
highly successful independent films and television movies and series. The
company's recent releases include "Dogma," "American Psycho" and "The Big
Kahuna." Among its upcoming motion pictures are "Jesus' Son," "But I'm a
Cheerleader," "Shadow of the Vampire" and "Eyes of Tammy Faye." Lions Gate
Television recently began production on the dramatic series "Mysterious
Ways" for PAX and, through wholly-owned Termite Arts, will produce more
than 80 hours of non-fiction programming in the current fiscal year.
Lions Gate creates, produces and distributes a broad range of motion
picture, television and other filmed entertainment content through its four
operating divisions -- Motion Pictures, Television, Animation and Studio
Facilities. The distinctive Lions Gate brand is recognized as a symbol of
quality entertainment throughout North American and around the world.
Trimark Holdings, Inc. is a broad-based entertainment company which
produces, acquires and distributes motion pictures both domestically and
internationally under the Trimark Pictures banner; licenses to the broadcast
industry under the Trimark Television moniker; and distributes to the
domestic home video market under the Trimark Home Video label.
full release at:
siliconinvestor.com
...Mezz - |
