Cineworld Group plc (LSE:CINE) entered into an agreement to acquire Cinema City Holding B.V. from Cinema City International N.v. for £560 million on January 9, 2014. Cineworld will pay £272 million in cash, net of €14.49 (£12 million) cash, issue 65.601236 million shares and will pay €25.9 (£21.5 million) if completion of the deal occurs in or before February 2014 and €28.9 (£24 million) if completion of the deal occurs in or after March 2014. The transaction will be funded through a fully underwritten rights issue to raise approximately £110 million, new debt facilities and new Cineworld shares issued as consideration to CCI, representing 24.9% of the enlarged Group. On Completion, the management team of the combined group will comprise of representatives from both Cineworld and CCI. Anthony Bloom will continue as Chairman, Mooky Greidinger, the current Chief Executive Officer of CCI, will be appointed as Chief Executive Officer, Philip Bowcock will remain as Chief Financial Officer, Israel Greidinger, the current Chief Financial Officer of CCI will be appointed as Chief Operating Officer, the new Board will comprise of 10 directors, of which six will be from the existing Cineworld Board together with Mooky Greidinger and Israel Greidinger and two new non-executive directors: Scott Rosenblum (CCI's current Chairman) and Arni Samuelsson (new independent director).

The deal is subject to approval by Cineworld's and CCI's shareholders, receipt of the relevant clearance from the Polish antitrust authorities, completion of the Reorganisation and receipt of the proceeds of the Rights Issue. The deal has been approved by Cineworld Group plc's shareholders. As part of the approval of shareholders, Cineworld received 86.51% acceptances. The deal is expected to close in March 2014. The transaction is expected to be accretive to adjusted earnings per share in 2014and substantially accretive thereafter and have a return on invested capital that is in line with Cineworld's cost of capital in 2016. As of February 13, 2014, The President of the Office of Competition and Consumer Protection in Poland approved the transaction on February 11, 2014. As of February 24, 2014, the transaction was approved by the shareholders of Cinema City International N.v. The transaction is expected to complete in March 2014. Makram Azar, Daniel Ross, Matthew Smith, Ben West of Barclays acted as financial advisor to Cineworld. Chris Sim and Matt Lewis of Investec Bank plc and Laurence Hollingworth, Luke Bordewich and Nicholas Hall of J.P. Morgan Cazenove acted as brokers while Elly Williamson and Charlotte Offredi of Bell Pottinger Financial and Corporate acted as public relation advisor to Cineworld. Andrew Judge, Noam Kleinfeld and Oliver Smith of HSBC acted as financial advisor to CCI. David Johnson, Mark Zerdin, Guy O'Keefe, Roland Doughty and Gareth Miles, Jane Edwarde and Bertrand Louveaux of Slaughter and May acted as legal advisors for Cineworld. Jonny Myers and Spencer Baylin of Clifford Chance LLP acted as legal advisors to Cinema City International N.v. Mike Flockhart, Chris Haynes, Steve Thierbach, Isaac Zailer, Paul Cruise, Jessica He, Charlie Bourlet and Casey O'Hara of Herbert Smith Freehills acted as legal advisors to Barclays, J.P. Morgan and Investec. Linklaters acted for the lenders on the new finance facility for Cineworld. Ton Schutte, René Clumpkens, Simone Kooij, Sander Kooijman, Olav Klaver, Henk van Ravenhorst, Suzanne van Ginkel and Angelique Groen-Boo of De Brauw Blackstone Westbroek N.V. acted as legal advisors for Cineworld Group plc.

Sally Wokes, Sarah Ullathorne, Elizabeth Frost, Jonathan Cohen, Harriet Gallagher-Powell, Nicole Mangion, George Silber, Gareth Miles, Ed Milliner, Mark Gulliford, and Jonathan Slade of Slaughter and May acted as legal advisors for Cineworld. Havel, Holasek & Partnersalso acted as legal advisor for Cineworld Group.Djingov, Gouginski, Kyutchukov & Velichkov, Herzog Fox Neeman, Nagy és Trócsányi Ügyvédi Iroda, Nestor Nestor Diculescu Kingston Petersen Sca, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Soltysinski, Kawecki and Szlezak also acted as the legal advisors to Cineworld Group plc. Ferdinand Mason of Jones Day acted as legal advisor for the Board of Cinema City International NV. J.P.Morgan acted as financial advisor to Cineworld on acquisition of Cinema City. Ernst & Young Polska spólka z ograniczona odpowiedzialnoscia sp.k. provided financial due diligence for Cinema City Holding B.V. Kidron Corporate Advisors LLC acted as the fairness opinion provider to Cinema City. The conversion was done through www.oanda.com.