Saban Basic Accretion Corp. SCAC, -0.30% (“Saban Basic Accretion Corp.”), a about traded appropriate purpose accretion company, Panavision Inc. (“Panavision”), and Sim Video All-embracing Inc. (“Sim”) appear today that the companies accept entered into a absolute business aggregate acceding to actualize a arch all-around provider of end-to-end assembly and post-production casework to the ball industry. The accumulated aggregation will be able-bodied positioned to capitalize on the connected advance of agreeable assembly spending and enhance the ambit of account offerings to its customers. Beneath the acceding of the business aggregate agreement, Panavision and Sim will become wholly-owned subsidiaries of Saban Basic Accretion Corp. Immediately afterward the proposed transactions, Saban Basic Accretion Corp. intends to change its name to Panavision Backing Inc. (the “Company”) and is accepted to abide to barter on the Nasdaq banal exchange.
Headquartered in Woodland Hills, California, Panavision is an iconic designer, architect and provider of aerial attention eyes and camera technology for the ball industry and a arch all-around provider of production-critical accessories and services. Headquartered in Toronto, Canada, Sim is a arch provider of assembly and post-production solutions with accessories in Los Angeles, Vancouver, Atlanta, New York and Toronto.
The transaction reflects a appraisal for the accumulated article of $622 actor (inclusive of debt) or about 5.9x budgetary year 2018 estimated Adapted EBITDA. The banknote basic of the acquirement bulk to be paid to the disinterestedness holders of Panavision and Sim will be adjourned by Saban Basic Accretion Corp.’s banknote in trust, which is about $250 million, a $55 actor clandestine adjustment of accepted banal at $10.00 per allotment anchored from a mix of arch institutional investors as able-bodied as an associate of Saban Sponsor LLC and anew aloft debt financing.
Upon the closing of the proposed transaction, Kim Snyder, President and Chief Controlling Officer of Panavision will serve as Chairman and Chief Controlling Officer, and Bill Roberts, Chief Banking Officer of Panavision, will serve in that role for the accumulated company.
“We are aflame to accomplice with Kim alternating with the Panavision and Sim teams to capitalize on the atomic advance in agreeable spending,” commented Haim Saban, Chairman of Saban Basic Accretion Corp. He continued, “Advancements in technology and the actualization of alive accept fundamentally afflicted how consumers watch and ascertain content. This is alive cogent advance in the bazaar for assembly and post-production services. This civil trend creates a amazing befalling for Panavision to advantage its arch technology and accompany adept acquisitions to abound in a abode that is doubter to the agreeable architect and administration channel.”
Adam Chesnoff, President and Chief Controlling Officer of Saban Basic Accretion Corp., commented, “This transaction creates a arch all-around belvedere alluringly positioned to capitalize on the accelerated advance in agreeable production. The aggregate of these two companies will actualize the foremost provider of end-to-end assembly and post-production services. Combining this belvedere with Saban’s absolute all-around media relationships, acquaintance in production, and acknowledged clue almanac of creating bulk for its partners, will position the Aggregation to advance advance and accompany commutual acquisitions. We are aflame about the potential.”
“For about 65 years, Panavision has proudly served the ball industry accouterment cutting-edge accessories and admirable account to abutment the artistic eyes of our customers,” says Kim Snyder, Chairman and CEO of the accumulated company. “This accretion will advantage the best of Panavision’s and Sim’s assets by accouterment absolute articles and casework to best abode the ever-adapting needs of agreeable creators globally. These commutual companies subscribe to the aforementioned cardinal vision: to abutment our barter as the category-defining provider of end-to-end assembly and post-production services.”
“Combining the aptitude and chip casework of Sim with two of the bigger names in the business, Panavision and Saban, will advance our cardinal plan,” added James Haggarty, President and CEO of Sim. “The consistent calibration of the new accumulated action will bigger serve our audience and advice appearance the content-creation landscape,” connected Haggarty.
The corresponding boards of admiral of Saban Basic Accretion Corp., Panavision and Sim accept absolutely accustomed the proposed transactions. Completion of the proposed affairs are accountable to Saban Basic Accretion Corp. stockholder approval, assertive authoritative approvals and added accepted closing conditions. The parties apprehend that the proposed affairs will be completed in the aboriginal division of 2019.
For added advice on the proposed transaction, see Saban Basic Accretion Corp.’s Accepted Report on Form 8-K, which will be filed promptly and can be acquired at the website of the U.S. Balance and Barter Commission (“SEC”) at www.sec.gov.
Deutsche Bank Balance Inc. and Goldman Sachs & Co. LLC are confined as banking advisors, basic markets admiral and clandestine adjustment agents and Skadden, Arps, Slate, Meagher & Flom LLP and Dentons Canada LLP are confined as acknowledged admiral to Saban Basic Accretion Corp. Houlihan Lokey, Inc. is confined as banking advisor, Citi is confined as Basic Markets Advisor, and Kirkland & Ellis, LLP and Osler, Hoskin & Harcourt LLP are confined as acknowledged admiral to Panavision. Marckenz Group Basic Ally is confined as banking adviser and Stikeman Elliott LLP is confined as acknowledged adviser to Sim.
Broker Appointment Alarm Advice
Saban Basic Accretion Corp. and Panavision will host a collective broker appointment alarm to altercate the proposed transaction on Friday, September 14, 2018 at 8:30 am Eastern Time.
Interested parties may accept to the alarm via blast by dialing 888-317-6016, or for all-embracing callers, 412-317-6016. A blast epitomize will be accessible anon afterwards the alarm and can be accessed by dialing 877-344-7529, or for all-embracing callers, 412-317-0088 (confirmation code:10124015).
The appointment alarm webcast and a accompanying broker presentation with added abundant advice apropos the proposed transaction will be accessible at www.sabanac.com. The broker presentation will additionally be furnished today to the SEC, which can be beheld at the SEC’s website at www.sec.gov.
Panavision Inc. is a acclaimed artist and architect of high-precision camera systems, proprietary eyes and customized accessories for the motion account and television industries. Renowned for its accepted account and support, Panavision systems are busy through its calm and internationally endemic and operated accessories and benefactor network. Light Iron, a accessory of Panavision and baton in post-production, specializes in dailies, agenda intermediate, archival, and abstracts casework in six accessories beyond the U.S. Panavision additionally food lighting, grip, and crane accessories for use by motion account and television productions.
Sim is a arch provider of end-to-end casework and solutions to the television and affection blur industries. With accessories in Los Angeles, Vancouver, Atlanta, New York and Toronto, Sim offers the artistic association a portfolio of assembly equipment, state-of-the art flat and assembly facilities, and post-production services.
About Saban Basic Accretion Corp.
Saban Basic Accretion Corp. is a appropriate purpose accretion aggregation affiliated with Saban Basic Group, Inc. (“SCG”), a arch clandestine advance close based in Los Angeles specializing in the media, entertainment, and advice industries. SCG was accustomed by Haim Saban, co-founder of Fox Family Worldwide, a all-around television broadcasting, production, administration and affairs aggregation endemic in affiliation with Rupert Murdoch and The News Corporation, afterward its auction to The Walt Disney Aggregation in October 2001. The close currently makes both authoritative and boyhood investments in accessible and clandestine companies and takes an alive role in its portfolio companies. SCG’s accepted clandestine disinterestedness investments include: Univision (the arch Spanish-language media aggregation in the US); Celestial Tiger Ball (a adventure with Lionsgate and Astro, Malaysia’s better pay TV platform, to barrage and accomplish new branded pay television channels beyond Asia); MNC (Indonesia’s better and alone vertically-integrated media company); and Accomplice Communications (a arch telecommunications aggregation in Israel). Additionally, SCG founded Saban Films in 2014 to access and administer absolute affection films in North America. With address in Los Angeles, SCG actively manages a globally adapted portfolio of investments beyond accessible equities, credit, another investments, and absolute acreage assets. For added information, amuse appointment www.saban.com.
Important Advice For Investors And Stockholders
In affiliation with the proposed addendum of the date by which Saban Basic Accretion Corp. allegation able an antecedent business combination, Saban Basic Accretion Corp. filed with the SEC a absolute proxy statement, anachronous August 30, 2018 and aboriginal mailed to shareholders on or about such date (the “Extension Proxy Statement”).
In affiliation with the affairs referred to in this communication, Saban Basic Accretion Corp. expects to book a allotment account on Form S-4 with the SEC absolute a basic proxy account and basic announcement of Saban Basic Accretion Corp. Afterwards the allotment account is declared effective, Saban Basic Accretion Corp. will mail a absolute proxy statement/prospectus to shareholders of Saban Basic Accretion Corp.
This advice is not a acting for the Addendum Proxy Statement, the proxy statement/prospectus or allotment account or for any added certificate that Saban Basic Accretion Corp. may book with the SEC and accelerate to Saban Basic Accretion Corp.’s shareholders in affiliation with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXTENSION PROXY STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and aegis holders may access chargeless copies of the Addendum Proxy Statement, the proxy statement/prospectus (when available) and added abstracts filed with the SEC by Saban Basic Accretion Corp. through the website maintained by the SEC at http://www.sec.gov or by administering a appeal to: Saban Basic Accretion Corp., 10100 Santa Monica Boulevard, 26 [th] Floor, LosAngeles, CA 90067, attention: Niveen Tadros.
Participants in the Address
Saban Basic Accretion Corp. and its admiral and controlling admiral and added bodies may be advised participants in the address of proxies with account to the proposed addendum of the date by which Saban Basic Accretion Corp. allegation able an antecedent business aggregate beneath the rules of the SEC. Saban Basic Accretion Corp., Panavision and Sim and their corresponding admiral and assertive of their corresponding controlling admiral may be advised participants in the address of proxies with account to the proposed affairs beneath the rules of the SEC. Advice about the admiral and controlling admiral of Saban Basic Accretion Corp. is set alternating in its Annual Report on Form 10-K for the year concluded December 31, 2017, which was filed with the SEC on March 14, 2018. Added advice apropos the participants in the proxy solicitations and a description of their absolute and aberrant interests, by aegis backing or otherwise, are included in the Addendum Proxy Account and additionally will be included in the proxy statement/prospectus and added accordant abstracts to be filed with the SEC back they become available. These abstracts can be acquired chargeless of allegation from the sources adumbrated above.
Forward Looking Statements
Certain statements included in this advice are not absolute facts but are advanced statements for purposes of the safe anchorage accoutrement beneath The Clandestine Balance Litigation Reform Act of 1995. Advanced statements about are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or added agnate words, phrases or expressions. These advanced statements include, but are not bound to, statements apropos our industry, approaching events, the proposed transaction amid Saban Basic Accretion Corp., Panavision and Sim, including the advancing antecedent action bulk and post-closing disinterestedness bulk as able-bodied as accepted transaction anatomy and post-closing management, the estimated or advancing approaching after-effects and allowances of Saban Basic Accretion Corp., Panavision and Sim afterward the transaction, including the likelihood and adeptness of the parties to auspiciously able the proposed transaction, the accepted post-transaction buying and banknote and debt balances, the accepted timing of the closing of the transaction, approaching opportunities for the accumulated company, estimated synergies, the estimated pro forma acquirement of Panavision and Sim, estimated adapted EBITDA, and unlevered chargeless banknote breeze estimates and forecasts of added banking and achievement metrics and estimates of Panavision’s and Sim’s absolute addressable market. These statements are based on assorted assumptions and on the accepted expectations of Saban Basic Accretion Corp.’s, Panavision’s and Sim’s administration and are not predictions of absolute performance, nor are these statements of absolute facts. These statements are based on the accepted expectations of Saban Basic Accretion Corp.’s, Panavision’s and Sim’s administration and are not predictions of absolute performance. These statements are accountable to a cardinal of risks and uncertainties apropos Saban Basic Accretion Corp.’s, Panavision’s and Sim’s corresponding businesses and the transaction, and absolute after-effects may alter materially. These risks and uncertainties include, but are not bound to, abortion to accomplish the all-important actor approval for the proposed addendum of the date by which Saban Basic Accretion Corp. allegation able an antecedent business combination; changes in the business ambiance in which Saban Basic Accretion Corp., Panavision and Sim operate, including a abatement in assembly rates, changes in technology, industry standards, chump requirements and artefact offerings, and accepted financial, economic, authoritative and political altitude affecting the industry in which Panavision and Sim operate; activity disruptions; changes in taxes, authoritative laws, and regulations; aggressive artefact and appraisement activity; difficulties of managing advance profitably; the accident of one or added associates of Saban Basic Accretion Corp.’s, Panavision’s or Sim’s administration team; the disability of the parties to auspiciously or appropriate able the proposed transaction, including the accident that the appropriate authoritative approvals are not obtained, are delayed or are accountable to hasty altitude that could abnormally affect the accumulated aggregation or the accepted allowances of the transaction or that the approval of the stockholders of Saban Basic Accretion Corp. is not obtained; abortion to apprehend the advancing allowances of the transaction, including as a aftereffect of a adjournment in consummating the transaction or a adjournment or adversity in amalgam the businesses of Saban Basic Accretion Corp., Panavision and Sim; ambiguity as to the abiding bulk of Saban Basic Accretion Corp. accepted stock; the disability to apprehend the accepted bulk and timing of amount accumulation and operating synergies; those discussed in Saban Basic Accretion Corp.’s Annual Report on Form 10-K for the year concluded December 31, 2017 beneath the branch “Risk Factors,” as adapted from time to time by Saban Basic Accretion Corp.’s Quarterly Reports on Form 10-Q and added abstracts of Saban Basic Accretion Corp. on book with the SEC or in the proxy statement/prospectus that will be filed with the SEC by Saban Basic Accretion Corp. There may be added risks that Saban Basic Accretion Corp., Panavision or Sim do not anon apperceive or that Saban Basic Accretion Corp., Panavision and Sim currently accept are immaterial that could additionally account absolute after-effects to alter from those independent in the advanced statements. In addition, advanced statements accommodate Saban Basic Accretion Corp.’s, Panavision’s and Sim’s expectations, affairs or forecasts of approaching contest and angle as of the date of this communication. Saban Basic Accretion Corp., Panavision and Sim ahead that consecutive contest and developments will account Saban Basic Accretion Corp.’s, Panavision’s and Sim’s assessments to change. However, while Saban Basic Accretion Corp., Panavision and Sim may accept to amend these advanced statements at some point in the future, Saban Basic Accretion Corp., Panavision and Sim accurately abandon any obligation to do so. These advanced statements should not be relied aloft as apery Saban Basic Accretion Corp.’s, Panavision’s and Sim’s assessments as of any date consecutive to the date of this communication.
No Action or Address
This advice is not advised to and does not aggregate an action to advertise or the address of an action to buy or an allurement to acquirement any balance or the address of any vote or approval in any administration in affiliation with the proposed business aggregate amid Saban Basic Accretion Corp., Panavision and Sim or otherwise, nor shall there be any sale, arising or alteration of balance in any administration in contravention of applicative law.
View antecedent adaptation on businesswire.com: https://www.businesswire.com/news/home/20180913006130/en/
SOURCE: Saban Basic Accretion Corp.
Investors for Saban Basic Accretion Corp. ICR Will Swett, 646-277-1270 Will.Swett@icrinc.com or Media ICR Sara Ball, 415-430-2073 Sara.Ball@icrinc.com or Panavision Judy Doherty, 818-421-8161 Director of Marketing and Communications Judy.Doherty@panavision.com
Copyright Business Wire 2018
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