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| by: | Aug 21, 2006 |
Alliance Atlantis Communications finally confirmed that it has received a "non-binding proposal" from British firm Marwyn Investments for its troubled Motion Picture Distribution arm, after skirting the issue during conference calls announcing the second-quarter results for both itself and MPD earlier this month.
AAC dodged questions about recent takeover interest from Marwyn and the departure of ex-chair Victor Loewy - who reportedly quit in response to the firings of CEO Patrice Théroux and MPD general counsel Paul Laberge in July - during the calls, frustrating some analysts. At the time, MPD chair David Lazzarato would only recognize the expression of interest from Marwyn, which stated in an Aug. 11 press release that it is prepared to pay about $400 million in cash for the distrib.
"We'll take a look," said Lazzarato during the AAC Q2 call, also on Aug. 11. "You can expect us to read it, think about it, discuss it and, if appropriate, get back to all of our shareholders and tell them about it. If there is something we have to tell everybody, we will."
AAC - which owns 51% of MPD, with the balance held by the Movie Distribution Income Fund - acknowledged receiving Marwyn's proposal on Aug. 15.
The Globe and Mail reported on Aug. 12 that two other unnamed companies may also soon bid on the distrib. Lazzarato - also AAC's EVP and CFO - says MPD would wait for the results of an ongoing strategic assessment of its future viability in the face of emerging distribution platforms. He hopes the study will be completed in September.
Marwyn says its offer would be made through its Aldgate Capital division and that, if accepted, the distrib firm would be controlled by Canadian management, whom Marwyn expects would be "the former executive managers of [MPD]," seemingly implying Loewy and Théroux.
According to Marwyn, Movie Distribution Income Fund investors would receive between $10 and $10.50 per unit for their shares. Shares of the Income Fund plunged from $8.50 to about $6.30 after Loewy left, but had since risen back up to $8 by Aug. 15, uplifted by news of the potential investors.
AAC performed well in its second quarter, bolstered by its broadcast revenues and CSI franchise, which delivered 18 new episodes in the quarter and recently signed a $250-million deal for international second-window rights for all three CSI series. Its consolidated revenue for Q2 was $253 million, and EBITDA was just shy of $50 million, both numbers up 5% from the second quarter last year.
According to CEO Phyllis Yaffe, the company's television ad revenue increased 3% for the quarter, despite heavy competition from a number of major televised sports events, including the Stanley Cup finals and the FIFA World Cup.
AAC's Movie Distribution Income Fund didn't fare as well in its second quarter, seeing consolidated revenues drop to $84 million in Q2, down from $89 million for the same period in 2005. Its adjusted EBITDA totaled $6 million, versus $12 million last year.





