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- Cineplex issued its own statement, saying that it believes there is "no legal basis" to terminate the agreement, and that it is Cineworld that has breached the contract. It said the contract explicitly excludes "outbreaks of illness or other acts of God" from what would be considered material adverse effects of the deal.
Dec 14, 2021 · Toronto-based Cineplex announced Thursday evening that the Ontario Superior Court of Justice ruled in its favour in a breach of contract lawsuit against its former suitor Cineworld Group...
Dec 15, 2021 · Toronto-based Cineplex announced Thursday evening that the Ontario Superior Court of Justice ruled in its favour in a breach of contract lawsuit against its former suitor Cineworld Group...
Dec 14, 2021 · Canadian cinema giant Cineplex says the Ontario Superior Court of Justice has ruled in its favor in a breach of contract lawsuit brought against Regal owner Cineworld Group PLC.
- What You Need to Know
- Background
- The Contractual Provisions
- Cineplex Operated in The Ordinary Course
- Cineplex’s Damages Were The Lost Synergies
Cineplex v. Cineworldconcerns a transaction where the U.K. purchaser, Cineworld, refused to close a public M&A transaction involving a Canadian target in the context of the pandemic.The Court found that, once the pandemic hit, Cineworld wanted a way out of the transaction even though it had none. Notably, Cineworld had not negotiated for a break fee. It hoped that the seller,...This case illustrates the importance of negotiations around MAE and break free provisions in agreements, and that courts will look at the evidence holistically when considering failed transactions,...The Court followed the interpretation of MAE clauses that it adopted in Fairstone Financial Holdings Inc. v. Duo Bank of Canada (Fairstone). The interpretation of an MAE as being an unknown threat...Cineplex, Canada’s largest movie theatre operator, and Cineworld, the U.K.-based second-largest movie theatre operator in the world, entered into an Arrangement Agreement in December 2019 that would see Cineworld acquire all the shares of Cineplex for $34/share. This represented a premium of 42 per cent on the trading price of Cineplex shares at th...
As in the Fairstone case, the Court considered two significant provisions in the Arrangement Agreement: 1. The “Operating Covenant”, which required Cineplex to operate its business in the “Ordinary Course and in accordance with Laws” between signing the Arrangement Agreement and closing, and to “use commercially reasonable efforts to maintain and p...
The Court found that Cineplex had not breached the Operating Covenant by taking steps responding to the pandemic, and rejected Cineworld’s argument that the Operating Covenant required Cineplex to operate its business exactly as it had prior to the pandemic. The Court based this finding on two principles of contractual interpretation: 1. The words ...
The Court found that the appropriate measure of damages was the standard contractual measure of damages – to put the non-breaching party in the position it would have been had the contract been carried out. In this case, the Court found this was the value of the synergies that Cineplex would have gained from the transaction had it closed. Though th...
Dec 15, 2021 · Toronto-based Cineplex announced Tuesday evening that the Ontario Superior Court of Justice ruled in its favour in a breach of contract lawsuit against its former suitor Cineworld Group...
Cineworld repudiated the transaction to acquire Cineplex (the "Arrangement"). The Court awarded damages for breach of contract to Cineplex in the amount of $1.24 billion.
People also ask
Did Cineplex win a breach of contract lawsuit against Cineworld?
Did Cineplex breach a merger agreement?
Did Cineworld breach operating covenants?
What happened in Cineplex V Cineworld?
Did the Ontario Superior Court of Justice ruled in Cineplex's favor?
Will Cineworld pay damages?
Dec 15, 2021 · The ruling - from The Ontario Superior Court Of Justice - indicates that Cineplex won the damages for breach of contract and, as a result, has been awarded CAD$1.24 billion (US$965 million).
