Regal Entertainment Group (NYSE:RGC) Files An 8-K Other Events

ME Staff 8-k
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Regal Entertainment Group (NYSE:RGC) Files An 8-K Other Events
Item 8.01. Other Events.

On January8, 2018, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the proposed merger (the “Merger”) of Crown Merger Sub,Inc. (the “Merger Sub”) with and into Regal Entertainment Group (the “Company”), to the Agreement and Plan of Merger, dated as of December5, 2017 (the “Merger Agreement”), by and among the Company, Cineworld Group plc (the “Parent”), Crown Intermediate Holdco,Inc. and the Merger Sub.

The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of the remaining conditions to the Merger set forth in the Merger Agreement.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including the Company’s information statement in preliminary and definitive form. The Company filed a preliminary information statement with the SEC on December22, 2017. The Company’s stockholders are strongly advised to read all relevant documents filed with the SEC, including the Company’s information statement, because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, documents will also be available for free on the Company’s website at investor.regmovies.com.

Safe Harbor for Forward-Looking Statements

This filing includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (1)conditions to the closing of the proposed transaction, including the obtaining of required regulatory or stockholder approvals, may not be satisfied; (2)the proposed transaction may involve unexpected costs, liabilities or delays; (3)the business of the Company and the Parent may suffer as a result of uncertainty surrounding the proposed transaction; (4)the outcome of any legal proceedings related to the proposed transaction; (5)the Company and the Parent may be adversely affected by other economic, business, and/or competitive factors; (6)the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (7)the ability to recognize benefits of the proposed transaction; (8)risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9)other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all; and (10)the risks described from time to time in the Company’s reports filed with the SEC under the heading “Risk Factors,” including, without limitation, the risks described under the caption “Risk Factors” in the Company’s Annual Report on Form10-K dated February27, 2017, as amended, and as may be revised in the Company’s future SEC filings. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. None of the Company or the Parent undertakes any obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.


About Regal Entertainment Group (NYSE:RGC)

Regal Entertainment Group (Regal) operates a theatre circuit in the United States. The Company operates in the segment of theatre exhibition operations. It develops, acquires and operates multi-screen theatres in mid-sized metropolitan markets and suburban growth areas of metropolitan markets throughout the United States. It operates its theatre circuit using its Regal Cinemas, United Artists, Edwards, Great Escape Theatres and Hollywood Theaters brands through its subsidiaries. Its multi-screen theatre complexes contain 10 to 18 screens, each with auditoriums ranging from 100 to 500 seats. In addition, its theatres feature amenities, such as wall-to-wall and floor-to-ceiling screens, Sony Digital Cinema 4K projection systems; three-dimensional (3D) digital projection systems, IMAX, and screen format, RPX. Its theatre circuit consists of over 7,360 screens in approximately 570 theatres in over 40 states. It operates multi-screen theatres and has over 12.9 screens per location.