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Cineplex gets $1.24-billion in damages over botched Cineworld deal – The Globe and Mail

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Cineplex Inc. has been awarded nearly $1.24-billion in damages over a botched deal to sell Canada’s largest movie theatre chain to UK-based Cineworld Group plc last year.

The Toronto-based cinema owner announced on Tuesday that the Ontario Superior Court of Justice had ruled that Cineworld “wrongfully repudiated” the $2.18-billion deal, which fell apart during the pandemic. Both companies had accused the other of acting in “bad faith” and of breaching the terms of the deal; Cineworld filed a $54.8-million counterclaim, which the court has denied.

“We are pleased that the Court found Cineplex acted properly throughout this difficult period in our history,” Cineplex chief executive officer Ellis Jacob wrote in a statement on Tuesday. The company declined to answer further questions about the decision.

Cineworld said in a statement that it intends to appeal the decision.

The decision could set a significant precedent companies’ obligations in merger and acquisition deals that are derailed by disasters such as the COVID-19 global pandemic.

Cineworld first announced the agreement to buy the Canadian company in December of 2019, as COVID-19 was already beginning to spread around the world – and would soon force businesses around the world to close. Movie theatre box offices ground to a halt, and cinemas were faced with a fight for their survival. By June of 2020, the agreement with Cineplex had dissolved after Cineworld walked away.

Cineplex successfully argued to the court that it deserved significant compensation for the cancelled deal. The Canadian company asked for hundreds of millions of dollars in penalties, including $664-million in debt that Cineworld would have repaid or refinanced had the transaction closed, and other costs. Cineplex also asked the court to recoup the losses to its shareholders, amounting to the difference between the $34 a share that Cineworld had agreed to pay to buy the chain, and the diminished value of Cineplex’s shares, as determined by the court.

The court’s decision announced on Tuesday included $1.23-billion for lost synergies and $5.5-million for transaction costs, according to Cineworld’s statement.

At the time the deal was announced, the $34-a-share offer represented a 42-per-cent premium on the value of Cineplex’s stock. But like other cinema operators, Cineplex’s share price fell as the effects of the pandemic became clear, and took another slide when the deal fell apart. By late 2020, Cineplex’s shares were trading below $5, and closed at $11.11 on Tuesday.

A key point in the case was how both companies were obligated to respond to the unprecedented blow to the industry wrought by COVID-19. Like many contracts, the Cineworld-Cineplex agreement had a “material adverse effect” clause that laid out circumstances in which either party could terminate the deal. This deal specified that an “outbreak of illness” was not a justification to do so.

Cineworld pushed back against that detail, by arguing that it had walked away not in response to the pandemic, but because Cineplex had failed to meet another obligation in the contract to operate its business in the “ordinary course.” This raised a question as to what constituted “ordinary” business during a cataclysmic event. Cineworld said that the Canadian firm had violated that obligation by taking actions such as extending payment terms to suppliers and deferring lease payments, which it said damaged crucial business relationships. Cineplex denied this, and said that it had prudently managed capital at a time of uncertainty.

Cineplex argued, for its part, that Cineworld was acting out of “buyer’s remorse,” and did not meet its own obligations under the deal to pursue government approval under the Investment Canada Act in a timely manner – which Cineworld denied.

During the trial, Cineplex argued that Cineworld had intentionally delayed the closing of the deal, hoping that the Canadian firm would be unable to keep its debt below a $725-million ceiling required under the agreement. Cineworld countered that Cineplex had been in danger of tripping that ceiling even before its movie theatres were forced to close, and failed to disclose that to the buyer.

The transaction, which had received shareholder approval from both companies, had been expected to close by the end of June, 2020.

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Japan’s SoftBank returns to profit after gains at Vision Fund and other investments

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TOKYO (AP) — Japanese technology group SoftBank swung back to profitability in the July-September quarter, boosted by positive results in its Vision Fund investments.

Tokyo-based SoftBank Group Corp. reported Tuesday a fiscal second quarter profit of nearly 1.18 trillion yen ($7.7 billion), compared with a 931 billion yen loss in the year-earlier period.

Quarterly sales edged up about 6% to nearly 1.77 trillion yen ($11.5 billion).

SoftBank credited income from royalties and licensing related to its holdings in Arm, a computer chip-designing company, whose business spans smartphones, data centers, networking equipment, automotive, consumer electronic devices, and AI applications.

The results were also helped by the absence of losses related to SoftBank’s investment in office-space sharing venture WeWork, which hit the previous fiscal year.

WeWork, which filed for Chapter 11 bankruptcy protection in 2023, emerged from Chapter 11 in June.

SoftBank has benefitted in recent months from rising share prices in some investment, such as U.S.-based e-commerce company Coupang, Chinese mobility provider DiDi Global and Bytedance, the Chinese developer of TikTok.

SoftBank’s financial results tend to swing wildly, partly because of its sprawling investment portfolio that includes search engine Yahoo, Chinese retailer Alibaba, and artificial intelligence company Nvidia.

SoftBank makes investments in a variety of companies that it groups together in a series of Vision Funds.

The company’s founder, Masayoshi Son, is a pioneer in technology investment in Japan. SoftBank Group does not give earnings forecasts.

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Yuri Kageyama is on X:

The Canadian Press. All rights reserved.

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Trump campaign promises unlikely to harm entrepreneurship: Shopify CFO

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Shopify Inc. executives brushed off concerns that incoming U.S. President Donald Trump will be a major detriment to many of the company’s merchants.

“There’s nothing in what we’ve heard from Trump, nor would there have been anything from (Democratic candidate) Kamala (Harris), which we think impacts the overall state of new business formation and entrepreneurship,” Shopify’s chief financial officer Jeff Hoffmeister told analysts on a call Tuesday.

“We still feel really good about all the merchants out there, all the entrepreneurs that want to start new businesses and that’s obviously not going to change with the administration.”

Hoffmeister’s comments come a week after Trump, a Republican businessman, trounced Harris in an election that will soon return him to the Oval Office.

On the campaign trail, he threatened to impose tariffs of 60 per cent on imports from China and roughly 10 per cent to 20 per cent on goods from all other countries.

If the president-elect makes good on the promise, many worry the cost of operating will soar for companies, including customers of Shopify, which sells e-commerce software to small businesses but also brands as big as Kylie Cosmetics and Victoria’s Secret.

These merchants may feel they have no choice but to pass on the increases to customers, perhaps sparking more inflation.

If Trump’s tariffs do come to fruition, Shopify’s president Harley Finkelstein pointed out China is “not a huge area” for Shopify.

However, “we can’t anticipate what every presidential administration is going to do,” he cautioned.

He likened the uncertainty facing the business community to the COVID-19 pandemic where Shopify had to help companies migrate online.

“Our job is no matter what comes the way of our merchants, we provide them with tools and service and support for them to navigate it really well,” he said.

Finkelstein was questioned about the forthcoming U.S. leadership change on a call meant to delve into Shopify’s latest earnings, which sent shares soaring 27 per cent to $158.63 shortly after Tuesday’s market open.

The Ottawa-based company, which keeps its books in U.S. dollars, reported US$828 million in net income for its third quarter, up from US$718 million in the same quarter last year, as its revenue rose 26 per cent.

Revenue for the period ended Sept. 30 totalled US$2.16 billion, up from US$1.71 billion a year earlier.

Subscription solutions revenue reached US$610 million, up from US$486 million in the same quarter last year.

Merchant solutions revenue amounted to US$1.55 billion, up from US$1.23 billion.

Shopify’s net income excluding the impact of equity investments totalled US$344 million for the quarter, up from US$173 million in the same quarter last year.

Daniel Chan, a TD Cowen analyst, said the results show Shopify has a leadership position in the e-commerce world and “a continued ability to gain market share.”

In its outlook for its fourth quarter of 2024, the company said it expects revenue to grow at a mid-to-high-twenties percentage rate on a year-over-year basis.

“Q4 guidance suggests Shopify will finish the year strong, with better-than-expected revenue growth and operating margin,” Chan pointed out in a note to investors.

This report by The Canadian Press was first published Nov. 12, 2024.

Companies in this story: (TSX:SHOP)

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RioCan cuts nearly 10 per cent staff in efficiency push as condo market slows

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TORONTO – RioCan Real Estate Investment Trust says it has cut almost 10 per cent of its staff as it deals with a slowdown in the condo market and overall pushes for greater efficiency.

The company says the cuts, which amount to around 60 employees based on its last annual filing, will mean about $9 million in restructuring charges and should translate to about $8 million in annualized cash savings.

The job cuts come as RioCan and others scale back condo development plans as the market softens, but chief executive Jonathan Gitlin says the reductions were from a companywide efficiency effort.

RioCan says it doesn’t plan to start any new construction of mixed-use properties this year and well into 2025 as it adjusts to the shifting market demand.

The company reported a net income of $96.9 million in the third quarter, up from a loss of $73.5 million last year, as it saw a $159 million boost from a favourable change in the fair value of investment properties.

RioCan reported what it says is a record-breaking 97.8 per cent occupancy rate in the quarter including retail committed occupancy of 98.6 per cent.

This report by The Canadian Press was first published Nov. 12, 2024.

Companies in this story: (TSX:REI.UN)

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