Cineplex gets $1.24-billion in damages over botched Cineworld deal - The Globe and Mail | Canada News Media
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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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Canada Goose to get into eyewear through deal with Marchon

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TORONTO – Canada Goose Holdings Inc. says it has signed a deal that will result in the creation of its first eyewear collection.

The deal announced on Thursday by the Toronto-based luxury apparel company comes in the form of an exclusive, long-term global licensing agreement with Marchon Eyewear Inc.

The terms and value of the agreement were not disclosed, but Marchon produces eyewear for brands including Lacoste, Nike, Calvin Klein, Ferragamo, Longchamp and Zeiss.

Marchon plans to roll out both sunglasses and optical wear under the Canada Goose name next spring, starting in North America.

Canada Goose says the eyewear will be sold through optical retailers, department stores, Canada Goose shops and its website.

Canada Goose CEO Dani Reiss told The Canadian Press in August that he envisioned his company eventually expanding into eyewear and luggage.

This report by The Canadian Press was first published Sept. 19, 2024.

Companies in this story: (TSX:GOOS)

The Canadian Press. All rights reserved.

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A timeline of events in the bread price-fixing scandal

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Almost seven years since news broke of an alleged conspiracy to fix the price of packaged bread across Canada, the saga isn’t over: the Competition Bureau continues to investigate the companies that may have been involved, and two class-action lawsuits continue to work their way through the courts.

Here’s a timeline of key events in the bread price-fixing case.

Oct. 31, 2017: The Competition Bureau says it’s investigating allegations of bread price-fixing and that it was granted search warrants in the case. Several grocers confirm they are co-operating in the probe.

Dec. 19, 2017: Loblaw and George Weston say they participated in an “industry-wide price-fixing arrangement” to raise the price of packaged bread. The companies say they have been co-operating in the Competition Bureau’s investigation since March 2015, when they self-reported to the bureau upon discovering anti-competitive behaviour, and are receiving immunity from prosecution. They announce they are offering $25 gift cards to customers amid the ongoing investigation into alleged bread price-fixing.

Jan. 31, 2018: In court documents, the Competition Bureau says at least $1.50 was added to the price of a loaf of bread between about 2001 and 2016.

Dec. 20, 2019: A class-action lawsuit in a Quebec court against multiple grocers and food companies is certified against a number of companies allegedly involved in bread price-fixing, including Loblaw, George Weston, Metro, Sobeys, Walmart Canada, Canada Bread and Giant Tiger (which have all denied involvement, except for Loblaw and George Weston, which later settled with the plaintiffs).

Dec. 31, 2021: A class-action lawsuit in an Ontario court covering all Canadian residents except those in Quebec who bought packaged bread from a company named in the suit is certified against roughly the same group of companies.

June 21, 2023: Bakery giant Canada Bread Co. is fined $50 million after pleading guilty to four counts of price-fixing under the Competition Act as part of the Competition Bureau’s ongoing investigation.

Oct. 25 2023: Canada Bread files a statement of defence in the Ontario class action denying participating in the alleged conspiracy and saying any anti-competitive behaviour it participated in was at the direction and to the benefit of its then-majority owner Maple Leaf Foods, which is not a defendant in the case (neither is its current owner Grupo Bimbo). Maple Leaf calls Canada Bread’s accusations “baseless.”

Dec. 20, 2023: Metro files new documents in the Ontario class action accusing Loblaw and its parent company George Weston of conspiring to implicate it in the alleged scheme, denying involvement. Sobeys has made a similar claim. The two companies deny the allegations.

July 25, 2024: Loblaw and George Weston say they agreed to pay a combined $500 million to settle both the Ontario and Quebec class-action lawsuits. Loblaw’s share of the settlement includes a $96-million credit for the gift cards it gave out years earlier.

Sept. 12, 2024: Canada Bread files new documents in Ontario court as part of the class action, claiming Maple Leaf used it as a “shield” to avoid liability in the alleged scheme. Maple Leaf was a majority shareholder of Canada Bread until 2014, and the company claims it’s liable for any price-fixing activity. Maple Leaf refutes the claims.

This report by The Canadian Press was first published Sept. 19, 2024.

Companies in this story: (TSX:L, TSX:MFI, TSX:MRU, TSX:EMP.A, TSX:WN)

The Canadian Press. All rights reserved.

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TD CEO to retire next year, takes responsibility for money laundering failures

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TORONTO – TD Bank Group, which is mired in a money laundering scandal in the U.S., says chief executive Bharat Masrani will retire next year.

Masrani, who will retire officially on April 10, 2025, says the bank’s, “anti-money laundering challenges,” took place on his watch and he takes full responsibility.

The bank named Raymond Chun, TD’s group head, Canadian personal banking, as his successor.

As part of a transition plan, Chun will become chief operating officer on Nov. 1 before taking over the top job when Masrani steps down at the bank’s annual meeting next year.

TD also announced that Riaz Ahmed, group head, wholesale banking and president and CEO of TD Securities, will retire at the end of January 2025.

TD has taken billions in charges related to ongoing U.S. investigations into the failure of its anti-money laundering program.

This report by The Canadian Press was first published Sept. 19, 2024.

Companies in this story: (TSX:TD)

The Canadian Press. All rights reserved.

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