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Pinsent Masons advises on US$1BN deal for Odeon & UCI Cinemas

International law firm Pinsent Masons has advised NYSE-listed AMC on its acquisition of European cinema chain Odeon and UCI for c.US$1bn from Terra Firma.

The deal is believed to be the largest corporate transaction involving a UK-headquartered company to sign since the Brexit referendum.

With 242 theatres and 2,236 screens, Odeon & UCI is currently the number one theatre operator in Europe. With 90 million tickets sold annually, it is also the number one theatre operator in the UK & Ireland, Italy and Spain, the number two theatre operator in Austria and Portugal and the number four operator in Germany. The combination of AMC and Odeon & UCI will result in AMC’s operation of 627 theatres and more than 7,600 screens in eight countries.

AMC also is currently in a process to acquire US-based theatre exhibitor Carmike Cinemas.

The Pinsent Masons team was led by private equity partner Tom Leman and comprised John Tyerman, Tom Johnson, Emma Callow, James Kaye, Chris Watts, Adam Carney and Katy Peacock. Pinsent Masons worked alongside Husch Blackwell which advised on US elements of the transaction, through Jim Ash, Kirstin Salzman and Shari Wright.

AMC CEO and President Adam Aron.

“This is a once-in-a-generation opportunity, to acquire Europe’s leading cinema chain and create the world’s biggest and best theatre operator. With this opportunistic transaction, AMC will be extending the reach of our proven guest-experience strategies to transform the movie-going experience for millions of movie goers in Europe. Odeon & UCI is a great business with iconic brands, strong market presence and passionate teams, and their impressive recent transformation is just the beginning.  While we acknowledge that there are some uncertainties related to Brexit, we are encouraged that current currency rates are highly favorable to AMC with the pound falling to a three decade low versus the dollar. In total, we believe this transaction will generate long-term value for our guests, our studio partners and our shareholders.”

Tom Leman says:

“It was a short and intense process with the small hiccup of a Brexit vote along the way. After that we had to work hard to deliver a deal that worked for both parties, however the evidence is there that the UK remains open for business. We thoroughly enjoyed working for AMC and we look forward supporting what will be the world’s largest cinema chain.”

The transaction is conditional upon antitrust clearance by the European Commission and is subject to consultation with the European Works Council.

Goldman Sachs and Gibson Dunn acted for Terra Firma while Citibank acted for AMC. Osborne Clark acted for the management team of Odeon & UCI cinemas.

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