Investigation Overview
An investigation on behalf of investors, who currently hold shares of Regal Entertainment Group (NYSE:RGC), was announced concerning whether the takeover of Regal Entertainment Group. by Cineworld Group PLC is unfair to NYSE:RGC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Regal Entertainment Group breached their fiduciary duties owed to NYSE:RGC investors in connection with the proposed acquisition.
On December 5, 2017, Regal Entertainment Group (NYSE:RGC) announced that it has entered into a merger agreement with Cineworld Group PLC for Cineworld Group PLC to acquire Regal Entertainment Group (NYSE:RGC). Under the terms of the Agreement, Regal Entertainment Group (NYSE:RGC) stockholders are to receive $23.00 in cash for each share of Class A and Class B common stock, for a total transaction value of $5.9 billion, including the assumption of debt and net of cash acquired.
However, given that at least one analyst has set the high price target for NYSE:RGC shares at $24.75 per share, the investigation concerns whether the offer is unfair to NYSE:RGC stockholders. In addition, given that Global City Holdings B.V. (GCH) and the trustee of trusts of which Cineworlds Chairman, Anthony Bloom, is a potential discretionary beneficiary, collectively owning approximately 28.8% of Cineworlds ordinary shares, have already signed irrevocable undertakings to vote in favor of the transaction and rights offering, the investigation concerns whether the Regal Entertainment Group Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Regal Entertainment Group reported that its annual Total Revenue rose from over $3.12 billion in 2015 to over $3.19 billion in 2016 and that its Net Income increased from $153.40 million in 2015 to $170.40 million in 2016.