TORONTO –This morning, before its shareholders voted 99-plus percent in favour of the sale of the company to Goldman Sachs and CanWest Global, Alliance Atlantis said it doesn’t require the consent of the minority shareholders of Movie Distribution Income Fund before proceeding with the sale
A press release issued yesterday evening by MDIF said that it intends to seek court intervention over the sale of the company.
The fund is the owner of 49% of Motion Picture Distribution LP ("MPD"), while Alliance Atlantis owns the remaining 51%
MDIF’s release said it believes, based on publicly available information, the consent of the trustees of the Fund is required in connection with the arrangement between MDIF and AA.
MDIF wants to pick its own partners and not have it selected by Goldman Sachs, as the movie distribution business is not one CanWest wishes to keep. (Although technically, Alliance Atlantis is being acquired by AA Acquisition Corp.)
"We do not believe the Arrangement itself requires the consent of the trustees of the Fund. As previously disclosed in our Management Proxy Circular dated March 5, 2007, certain of the reorganizational steps contemplated by AA Acquisition Corp. may require consents of third parties," said David Lazzarato, executive vice-president and CFO of AACI, in a release.
"The trustees of the Fund apparently believed they needed to take legal steps to preserve the rights of the Fund in advance of the special meeting of Alliance Atlantis shareholders to be held today. Nevertheless, we understand that the trustees, together with AA Acquisition Corp. and management of MPD, continue to engage in discussions,” he continued.
“The trustees and management of MPD also continue to provide information required by AA Acquisition Corp. to fully respond to the questions raised by the trustees. We expect that AA Acquisition Corp. will be able to satisfactorily address any concerns that the Fund’s trustees may have regarding the consequences to MPD from the Arrangement. As we currently expect the Arrangement to be completed in July or early August, we believe there is ample time for this process to run its course. We are hopeful that the parties will reach a satisfactory understanding but, of course, we cannot currently predict the outcome. In the meantime we will take whatever legal steps we think are appropriate to protect our rights and the interests of our shareholders.”
Tom Strike, executive vice-president of CanWest Global, added in the release that AA Acquisition Corp. intends to continue to pursue a satisfactory resolution with the trustees of the Fund and would take whatever legal action it deemed necessary to maximize the likelihood of a timely completion of the Arrangement.
