Struggling 3D technology company RealD said in February that it was going to look for a buyer, and today it has one: private equity investor Rizvi Traverse Management has agreed to pay $551 million, including assumption of debt. That translates into $11 a share, just 4.1% above the closing price on Friday.
The announcement comes a year after RealD rejected $600 million unsolicited offer from Jeffrey Smith’s activist hedge fund Starboard Value, which did not participate in this year’s sale process.
RealD shares are up 2.5% to $10.84 in early trading.
“Since founding RealD in 2003, we have built the Company into the world’s leading 3D cinema platform, with over 27,000 worldwide screens,” says CEO Michael Lewis who will continue to run the business. “I am excited about the future of RealD, where in partnership with Rizvi Traverse, we can continue to maximize the value inherent in RealD’s cinema platform and leading IP portfolio. As a private company, RealD will have the flexibility and resources to further invest in our continued cinema leadership and visual technology innovation.”
RealD shareholders will have to approve the transaction, expected to take place at special meeting in February. “There was no commentary about a go-shop period, but we do note that as the company’s strategic review has been extensive, we do not view the likelihood of a competing bid as particularly high,” Stifel Research’s Benjamin Mogil says.
Deal terms call for RealD to pay a $24 million break up fee, and as much as $6 million for Rizvi Traverse’s expenses, if it accepts a different offer or its shareholders reject the transaction. Rizvi Traverse would have to pay $29 million to RealD if it can’t complete the merger after a so-called “marketing period.” Either side can pull the plug if the deal doesn’t close by April 6.
RealD reached out to more than 70 potential partners or buyers, and half signed confidentiality agreements. But only six were interested enough to receive a management presentation, and Rizvi Traverse was the only bidder in the final round. RealD’s board unanimously approved it, with Lewis recusing himself.
Earnings for the September quarter will do little to whet anyone else’s appetite. The company lost $7.92 million in the quarter, up from a $751,000 loss in the period last year. That comes to a loss of 15 cents a share, far worse than the Street’s expectation of a 9 cent loss. Revenues at $38.45 million were slightly ahead of projections for $37.47 million.
RealD was scheduled to release earnings after the market close today.
Lewis attributed the weakness to “difficult box office comparison, with two fewer 3D films released across RealD’s platform.” Still, he looks forward to “a solid 2016 3D film slate.”
Rizvi Traverse Managing Partner Ben Kohn calls RealD “the market leading 3D cinema platform with a history of innovation and strong growth prospects. …We are excited to partner with Michael Lewis and the current management team in this new chapter for RealD.”
The company peaked in early 2011 when Hollywood was ga-ga about the prospects for 3D, especially following the success of Avatar. But investor enthusiasm waned as it became clear that few 3D releases could command the high premiums the industry anticipated, with many buyers complaining about dim lighting and headaches while watching movies with RealD glasses.
Its plan to bring 3D to TV sets also took a big hit in late 2011 when Samsung decided not to make LCD screens for the technology.
RealD’s contracts with AMC Entertainment, Regal and Cinemark last to the end of 2018; one with China’s Wanda extends for six years.
RealD tapped Moelis & Company for financial advice, and Wachtell, Lipton, Rosen & Katz and Cooley for legal counsel. Lewis received legal advice from Freshfields Bruckhaus Deringer US. And Latham & Watkins did the same for Rizvi Traverse.
Rizvi Traverse knows the media, entertainment and technology businesses well. Its deals have included a recapitalization of ICM and Hugh Hefner’s effort to take Playboy private. It also was an investor in Twitter and in Summit Entertainment before it was bought by Lionsgate.