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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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Transat AT reports $39.9M Q3 loss compared with $57.3M profit a year earlier

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MONTREAL – Travel company Transat AT Inc. reported a loss in its latest quarter compared with a profit a year earlier as its revenue edged lower.

The parent company of Air Transat says it lost $39.9 million or $1.03 per diluted share in its quarter ended July 31.

The result compared with a profit of $57.3 million or $1.49 per diluted share a year earlier.

Revenue in what was the company’s third quarter totalled $736.2 million, down from $746.3 million in the same quarter last year.

On an adjusted basis, Transat says it lost $1.10 per share in its latest quarter compared with an adjusted profit of $1.10 per share a year earlier.

Transat chief executive Annick Guérard says demand for leisure travel remains healthy, as evidenced by higher traffic, but consumers are increasingly price conscious given the current economic uncertainty.

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

Companies in this story: (TSX:TRZ)

The Canadian Press. All rights reserved.

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Dollarama keeping an eye on competitors as Loblaw launches new ultra-discount chain

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Dollarama Inc.’s food aisles may have expanded far beyond sweet treats or piles of gum by the checkout counter in recent years, but its chief executive maintains his company is “not in the grocery business,” even if it’s keeping an eye on the sector.

“It’s just one small part of our store,” Neil Rossy told analysts on a Wednesday call, where he was questioned about the company’s food merchandise and rivals playing in the same space.

“We will keep an eye on all retailers — like all retailers keep an eye on us — to make sure that we’re competitive and we understand what’s out there.”

Over the last decade and as consumers have more recently sought deals, Dollarama’s food merchandise has expanded to include bread and pantry staples like cereal, rice and pasta sold at prices on par or below supermarkets.

However, the competition in the discount segment of the market Dollarama operates in intensified recently when the country’s biggest grocery chain began piloting a new ultra-discount store.

The No Name stores being tested by Loblaw Cos. Ltd. in Windsor, St. Catharines and Brockville, Ont., are billed as 20 per cent cheaper than discount retail competitors including No Frills. The grocery giant is able to offer such cost savings by relying on a smaller store footprint, fewer chilled products and a hearty range of No Name merchandise.

Though Rossy brushed off notions that his company is a supermarket challenger, grocers aren’t off his radar.

“All retailers in Canada are realistic about the fact that everyone is everyone’s competition on any given item or category,” he said.

Rossy declined to reveal how much of the chain’s sales would overlap with Loblaw or the food category, arguing the vast variety of items Dollarama sells is its strength rather than its grocery products alone.

“What makes Dollarama Dollarama is a very wide assortment of different departments that somewhat represent the old five-and-dime local convenience store,” he said.

The breadth of Dollarama’s offerings helped carry the company to a second-quarter profit of $285.9 million, up from $245.8 million in the same quarter last year as its sales rose 7.4 per cent.

The retailer said Wednesday the profit amounted to $1.02 per diluted share for the 13-week period ended July 28, up from 86 cents per diluted share a year earlier.

The period the quarter covers includes the start of summer, when Rossy said the weather was “terrible.”

“The weather got slightly better towards the end of the summer and our sales certainly increased, but not enough to make up for the season’s horrible start,” he said.

Sales totalled $1.56 billion for the quarter, up from $1.46 billion in the same quarter last year.

Comparable store sales, a key metric for retailers, increased 4.7 per cent, while the average transaction was down2.2 per cent and traffic was up seven per cent, RBC analyst Irene Nattel pointed out.

She told investors in a note that the numbers reflect “solid demand as cautious consumers focus on core consumables and everyday essentials.”

Analysts have attributed such behaviour to interest rates that have been slow to drop and high prices of key consumer goods, which are weighing on household budgets.

To cope, many Canadians have spent more time seeking deals, trading down to more affordable brands and forgoing small luxuries they would treat themselves to in better economic times.

“When people feel squeezed, they tend to shy away from discretionary, focus on the basics,” Rossy said. “When people are feeling good about their wallet, they tend to be more lax about the basics and more willing to spend on discretionary.”

The current economic situation has drawn in not just the average Canadian looking to save a buck or two, but also wealthier consumers.

“When the entire economy is feeling slightly squeezed, we get more consumers who might not have to or want to shop at a Dollarama generally or who enjoy shopping at a Dollarama but have the luxury of not having to worry about the price in some other store that they happen to be standing in that has those goods,” Rossy said.

“Well, when times are tougher, they’ll consider the extra five minutes to go to the store next door.”

This report by The Canadian Press was first published Sept. 11, 2024.

Companies in this story: (TSX:DOL)

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U.S. regulator fines TD Bank US$28M for faulty consumer reports

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TORONTO – The U.S. Consumer Financial Protection Bureau has ordered TD Bank Group to pay US$28 million for repeatedly sharing inaccurate, negative information about its customers to consumer reporting companies.

The agency says TD has to pay US$7.76 million in total to tens of thousands of victims of its illegal actions, along with a US$20 million civil penalty.

It says TD shared information that contained systemic errors about credit card and bank deposit accounts to consumer reporting companies, which can include credit reports as well as screening reports for tenants and employees and other background checks.

CFPB director Rohit Chopra says in a statement that TD threatened the consumer reports of customers with fraudulent information then “barely lifted a finger to fix it,” and that regulators will need to “focus major attention” on TD Bank to change its course.

TD says in a statement it self-identified these issues and proactively worked to improve its practices, and that it is committed to delivering on its responsibilities to its customers.

The bank also faces scrutiny in the U.S. over its anti-money laundering program where it expects to pay more than US$3 billion in monetary penalties to resolve.

This report by The Canadian Press was first published Sept. 11, 2024.

Companies in this story: (TSX:TD)

The Canadian Press. All rights reserved.

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