– Combined Company Expected to Be Listed on the
Nasdaq Stock Market –
– Joint Investor Conference Call Scheduled for
September 14, at 8:30 am ET –
Saban Capital Acquisition Corp. (NASDAQ:SCAC) (“Saban Capital
Acquisition Corp.”), a publicly traded special purpose acquisition
company, Panavision Inc. ("Panavision"), and Sim Video
International Inc. ("Sim") announced today that the companies have
entered into a definitive business combination agreement to create
a premier global provider of end-to-end production and
post-production services to the entertainment industry. The
combined company will be well positioned to capitalize on the
continued growth of content production spending and enhance the
scope of service offerings to its customers. Under the terms of the
business combination agreement, Panavision and Sim will become
wholly-owned subsidiaries of Saban Capital Acquisition Corp.
Immediately following the proposed transactions, Saban Capital
Acquisition Corp. intends to change its name to Panavision Holdings
Inc. (the “Company”) and is expected to continue to trade on the
Nasdaq stock exchange.
Headquartered in Woodland Hills, California, Panavision is an
iconic designer, manufacturer and provider of high precision optics
and camera technology for the entertainment industry and a leading
global provider of production-critical equipment and services.
Headquartered in Toronto, Canada, Sim is a leading provider of
production and post-production solutions with facilities in Los
Angeles, Vancouver, Atlanta, New York and Toronto.
The transaction reflects a valuation for the combined entity of
$622 million (inclusive of debt) or approximately 5.9x fiscal year
2018 estimated Adjusted EBITDA. The cash component of the purchase
price to be paid to the equity holders of Panavision and Sim will
be funded by Saban Capital Acquisition Corp.’s cash in trust, which
is approximately $250 million, a $55 million private placement of
common stock at $10.00 per share secured from a mix of premier
institutional investors as well as an affiliate of Saban Sponsor
LLC and newly raised debt financing.
Upon the closing of the proposed transaction, Kim Snyder,
President and Chief Executive Officer of Panavision will serve as
Chairman and Chief Executive Officer, and Bill Roberts, Chief
Financial Officer of Panavision, will serve in that role for the
combined company.
“We are excited to partner with Kim along with the Panavision
and Sim teams to capitalize on the explosive growth in content
spending,” commented Haim Saban, Chairman of Saban Capital
Acquisition Corp. He continued, “Advancements in technology and the
emergence of streaming have fundamentally changed how consumers
watch and discover content. This is driving significant growth in
the market for production and post-production services. This
secular trend creates a tremendous opportunity for Panavision to
leverage its leading technology and pursue opportunistic
acquisitions to grow in a manner that is agnostic to the content
creator and distribution channel.”
Adam Chesnoff, President and Chief Executive Officer of Saban
Capital Acquisition Corp., commented, “This transaction creates a
leading global platform ideally positioned to capitalize on the
rapid growth in content production. The combination of these two
companies will create the foremost provider of end-to-end
production and post-production services. Combining this platform
with Saban’s wide-ranging global media relationships, experience in
production, and successful track record of creating value for its
partners, will position the Company to accelerate growth and pursue
complementary acquisitions. We are excited about the
potential.”
“For nearly 65 years, Panavision has proudly served the
entertainment industry providing cutting-edge equipment and
exemplary service to support the creative vision of our customers,”
says Kim Snyder, Chairman and CEO of the combined company. “This
acquisition will leverage the best of Panavision’s and Sim’s
resources by providing comprehensive products and services to best
address the ever-adapting needs of content creators globally. These
complementary companies subscribe to the same strategic vision: to
support our customers as the category-defining provider of
end-to-end production and post-production services.”
“Combining the talent and integrated services of Sim with two of
the biggest names in the business, Panavision and Saban, will
accelerate our strategic plan,” added James Haggarty, President and
CEO of Sim. “The resulting scale of the new combined enterprise
will better serve our clients and help shape the content-creation
landscape,” continued Haggarty.
The respective boards of directors of Saban Capital Acquisition
Corp., Panavision and Sim have unanimously approved the proposed
transactions. Completion of the proposed transactions are subject
to Saban Capital Acquisition Corp. stockholder approval, certain
regulatory approvals and other customary closing conditions. The
parties expect that the proposed transactions will be completed in
the first quarter of 2019.
For additional information on the proposed transaction, see
Saban Capital Acquisition Corp.’s Current Report on Form 8-K, which
will be filed promptly and can be obtained at the website of the
U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC
are serving as financial advisors, capital markets advisors and
private placement agents and Skadden, Arps, Slate, Meagher &
Flom LLP and Dentons Canada LLP are serving as legal advisors to
Saban Capital Acquisition Corp. Houlihan Lokey, Inc. is serving as
financial advisor, Citi is serving as Capital Markets Advisor, and
Kirkland & Ellis, LLP and Osler, Hoskin & Harcourt LLP are
serving as legal advisors to Panavision. Marckenz Group Capital
Partners is serving as financial advisor and Stikeman Elliott LLP
is serving as legal advisor to Sim.
Investor Conference Call Information
Saban Capital Acquisition Corp. and Panavision will host a joint
investor conference call to discuss the proposed transaction on
Friday, September 14, 2018 at 8:30 am Eastern Time.
Interested parties may listen to the call via telephone by
dialing 888-317-6016, or for international callers, 412-317-6016. A
telephone replay will be available shortly after the call and can
be accessed by dialing 877-344-7529, or for international callers,
412-317-0088 (confirmation code: 10124015).
The conference call webcast and a related investor presentation
with more detailed information regarding the proposed transaction
will be available at www.sabanac.com. The investor presentation
will also be furnished today to the SEC, which can be viewed at the
SEC’s website at www.sec.gov.
About Panavision
Panavision Inc. is a distinguished designer and manufacturer of
high-precision camera systems, proprietary optics and customized
accessories for the motion picture and television industries.
Renowned for its worldwide service and support, Panavision systems
are rented through its domestic and internationally owned and
operated facilities and distributor network. Light Iron, a
subsidiary of Panavision and leader in post-production, specializes
in dailies, digital intermediate, archival, and data services in
six facilities across the U.S. Panavision also supplies lighting,
grip, and crane equipment for use by motion picture and television
productions.
About Sim
Sim is a leading provider of end-to-end services and solutions
to the television and feature film industries. With facilities in
Los Angeles, Vancouver, Atlanta, New York and Toronto, Sim offers
the creative community a portfolio of production equipment,
state-of-the art studio and production facilities, and
post-production services.
About Saban Capital Acquisition Corp.
Saban Capital Acquisition Corp. is a special purpose acquisition
company affiliated with Saban Capital Group, Inc. (“SCG”), a
leading private investment firm based in Los Angeles specializing
in the media, entertainment, and communication industries. SCG was
established by Haim Saban, co-founder of Fox Family Worldwide, a
global television broadcasting, production, distribution and
merchandising company owned in partnership with Rupert Murdoch and
The News Corporation, following its sale to The Walt Disney Company
in October 2001. The firm currently makes both controlling and
minority investments in public and private companies and takes an
active role in its portfolio companies. SCG's current private
equity investments include: Univision (the premier Spanish-language
media company in the US); Celestial Tiger Entertainment (a venture
with Lionsgate and Astro, Malaysia’s largest pay TV platform, to
launch and operate new branded pay television channels across
Asia); MNC (Indonesia's largest and only vertically-integrated
media company); and Partner Communications (a leading
telecommunications company in Israel). Additionally, SCG founded
Saban Films in 2014 to acquire and distribute independent feature
films in North America. With headquarters in Los Angeles, SCG
actively manages a globally diversified portfolio of investments
across public equities, credit, alternative investments, and real
property assets. For more information, please visit
www.saban.com.
Important Information For Investors And Stockholders
In connection with the proposed extension of the date by which
Saban Capital Acquisition Corp. must consummate an initial business
combination, Saban Capital Acquisition Corp. filed with the SEC a
definitive proxy statement, dated August 30, 2018 and first mailed
to shareholders on or about such date (the “Extension Proxy
Statement”).
In connection with the transactions referred to in this
communication, Saban Capital Acquisition Corp. expects to file a
registration statement on Form S-4 with the SEC containing a
preliminary proxy statement and preliminary prospectus of Saban
Capital Acquisition Corp. After the registration statement is
declared effective, Saban Capital Acquisition Corp. will mail a
definitive proxy statement/prospectus to shareholders of Saban
Capital Acquisition Corp.
This communication is not a substitute for the Extension Proxy
Statement, the proxy statement/prospectus or registration statement
or for any other document that Saban Capital Acquisition Corp. may
file with the SEC and send to Saban Capital Acquisition Corp.’s
shareholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXTENSION
PROXY STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of the
Extension Proxy Statement, the proxy statement/prospectus (when
available) and other documents filed with the SEC by Saban Capital
Acquisition Corp. through the website maintained by the SEC at
http://www.sec.gov or by directing a request to: Saban Capital
Acquisition Corp., 10100 Santa Monica Boulevard, 26th Floor,
Los Angeles, CA 90067, attention: Niveen Tadros.
Participants in the Solicitation
Saban Capital Acquisition Corp. and its directors and executive
officers and other persons may be considered participants in the
solicitation of proxies with respect to the proposed extension of
the date by which Saban Capital Acquisition Corp. must consummate
an initial business combination under the rules of the SEC. Saban
Capital Acquisition Corp., Panavision and Sim and their respective
directors and certain of their respective executive officers may be
considered participants in the solicitation of proxies with respect
to the proposed transactions under the rules of the SEC.
Information about the directors and executive officers of Saban
Capital Acquisition Corp. is set forth in its Annual Report on Form
10-K for the year ended December 31, 2017, which was filed with the
SEC on March 14, 2018. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are included in the Extension Proxy Statement and also will be
included in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
These documents can be obtained free of charge from the sources
indicated above.
Forward Looking Statements
Certain statements included in this communication are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "may", "should", "would", "plan",
"intend", "anticipate", "believe", "estimate", "predict",
"potential", "seem", "seek", "continue", "future", "will",
"expect", "outlook" or other similar words, phrases or expressions.
These forward-looking statements include, but are not limited to,
statements regarding our industry, future events, the proposed
transaction among Saban Capital Acquisition Corp., Panavision and
Sim, including the anticipated initial enterprise value and
post-closing equity value as well as expected transaction structure
and post-closing management, the estimated or anticipated future
results and benefits of Saban Capital Acquisition Corp., Panavision
and Sim following the transaction, including the likelihood and
ability of the parties to successfully consummate the proposed
transaction, the expected post-transaction ownership and cash and
debt balances, the expected timing of the closing of the
transaction, future opportunities for the combined company,
estimated synergies, the estimated pro forma revenue of Panavision
and Sim, estimated adjusted EBITDA, and unlevered free cash flow
estimates and forecasts of other financial and performance metrics
and estimates of Panavision’s and Sim’s total addressable market.
These statements are based on various assumptions and on the
current expectations of Saban Capital Acquisition Corp.’s,
Panavision’s and Sim’s management and are not predictions of actual
performance, nor are these statements of historical facts. These
statements are based on the current expectations of Saban Capital
Acquisition Corp.’s, Panavision’s and Sim’s management and are not
predictions of actual performance. These statements are subject to
a number of risks and uncertainties regarding Saban Capital
Acquisition Corp.’s, Panavision’s and Sim’s respective businesses
and the transaction, and actual results may differ materially.
These risks and uncertainties include, but are not limited to,
failure to achieve the necessary shareholder approval for the
proposed extension of the date by which Saban Capital Acquisition
Corp. must consummate an initial business combination; changes in
the business environment in which Saban Capital Acquisition Corp.,
Panavision and Sim operate, including a decline in production
rates, changes in technology, industry standards, customer
requirements and product offerings, and general financial,
economic, regulatory and political conditions affecting the
industry in which Panavision and Sim operate; labor disruptions;
changes in taxes, governmental laws, and regulations; competitive
product and pricing activity; difficulties of managing growth
profitably; the loss of one or more members of Saban Capital
Acquisition Corp.’s, Panavision’s or Sim’s management team; the
inability of the parties to successfully or timely consummate the
proposed transaction, including the risk that the required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the transaction or
that the approval of the stockholders of Saban Capital Acquisition
Corp. is not obtained; failure to realize the anticipated benefits
of the transaction, including as a result of a delay in
consummating the transaction or a delay or difficulty in
integrating the businesses of Saban Capital Acquisition Corp.,
Panavision and Sim; uncertainty as to the long-term value of Saban
Capital Acquisition Corp. common stock; the inability to realize
the expected amount and timing of cost savings and operating
synergies; those discussed in Saban Capital Acquisition Corp.’s
Annual Report on Form 10-K for the year ended December 31, 2017
under the heading "Risk Factors," as updated from time to time by
Saban Capital Acquisition Corp.’s Quarterly Reports on Form 10-Q
and other documents of Saban Capital Acquisition Corp. on file with
the SEC or in the proxy statement/prospectus that will be filed
with the SEC by Saban Capital Acquisition Corp. There may be
additional risks that Saban Capital Acquisition Corp., Panavision
or Sim do not presently know or that Saban Capital Acquisition
Corp., Panavision and Sim currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements provide Saban Capital Acquisition Corp.’s, Panavision’s
and Sim’s expectations, plans or forecasts of future events and
views as of the date of this communication. Saban Capital
Acquisition Corp., Panavision and Sim anticipate that subsequent
events and developments will cause Saban Capital Acquisition
Corp.’s, Panavision’s and Sim’s assessments to change. However,
while Saban Capital Acquisition Corp., Panavision and Sim may elect
to update these forward-looking statements at some point in the
future, Saban Capital Acquisition Corp., Panavision and Sim
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Saban Capital Acquisition Corp.’s, Panavision’s and
Sim’s assessments as of any date subsequent to the date of this
communication.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy or an
invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed business combination among Saban Capital Acquisition
Corp., Panavision and Sim or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180913006130/en/
Investors for Saban Capital Acquisition Corp.ICRWill Swett,
646-277-1270Will.Swett@icrinc.comorMediaICRSara Ball,
415-430-2073Sara.Ball@icrinc.comorPanavisionJudy Doherty,
818-421-8161Director of Marketing and
CommunicationsJudy.Doherty@panavision.com
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