PANAVISION
000 XXXX 00XX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX 00000 (212) 867-5420
FOR IMMEDIATE RELEASE TELEFAX: (000) 000-0000
MAFCO HOLDINGS INC. AND PANAVISION INC. ANNOUNCE
AGREEMENT FOR RECAPITALIZATION OF PANAVISION
New York, New York and Woodland Hills, California, December
18, 1997 - Mafco Holdings Inc. and Panavision Inc. (NYSE: PVI) announced today
that they have entered into a definitive agreement, unanimously approved by the
Panavision board of directors, providing for the recapitalization of Panavision.
Under the agreement, Panavision stockholders will have the opportunity to
exchange up to 88% of their shares for $27 per share in cash while Panavision's
controlling stockholder, Warburg, Xxxxxx Capital Company, L.P., has agreed to
exchange 88% of its shares for $26.50 per share in cash, and to vote all of its
shares in favor of the transaction. Shares not exchanged will be retained by
existing stockholders. Upon the completion of these transactions and an equity
investment by Mafco to recapitalize Panavision, Mafco expects to own
approximately 72% of the stock of Panavision.
Funds required in connection with the transaction, including
to acquire the shares, to refinance existing indebtedness and to pay related
fees and expenses, are expected to aggregate about $600 million, and will be
obtained through a combination of bank financing, the issuance of subordinated
debt, and the purchase by Mafco of equity in the recapitalized company.
"Panavision is acknowledged throughout the film world as the
pre-eminent designer, manufacturer and supplier of the highest quality motion
picture camera systems," said Xxxxxx X. Xxxxxxxx, Chairman and Chief Executive
Officer of Mafco Holdings. "While it enjoys commanding shares in several
markets, Panavision holds the promise of significant future growth. We plan to
expand Panavision by building on its heritage of technological innovation and
increasing our presence in all sectors of the worldwide television and
theatrical film industries," said Xx. Xxxxxxxx.
Panavision Chairman and Chief Executive Officer Xxxxxxx X.
Xxxxx stated, "This transaction in effect transfers control of Panavision from
Warburg, Xxxxxx to Mafco Holdings while preserving the company as a publicly
traded entity. Xxxxxx Xxxxxxxx has long been an investor in the entertainment
industry which Panavision serves; we welcome this change and we feel it will
enhance our future prospects and opportunities."
Closing of the transaction is subject to customary conditions,
including stockholder approval at a special stockholder meeting expected to be
held in the first quarter of 1998, expiration of the waiting period under the
Xxxx-Xxxxx-Xxxxxx Act and the absence of a material adverse change in the
Company's business. The transaction is not subject to the receipt of financing.
Panavision Inc. is a leading designer and manufacturer of
high-precision film camera systems, comprising cameras, lenses and accessories
for the motion picture and television industries. Panavision systems are rented
worldwide through the company's owned and operated facilities and agent network.
Mafco Holdings Inc. is a diversified private holding company.
Among the operating companies in which it owns a controlling interest are
Revlon, Inc.; The Xxxxxxx Company; Consolidated Cigar Corporation and California
Federal Bank.
# # #
For further information contact:
Xxxxxxx X. Xxxxx Xxxx Xxxxxxx
Chairman & CEO Brainerd Communicators, Inc.
Panavision Inc. 000-000-0000
000-000-0000
Xxxxx X. Xxxxxx
Mafco Holdings Inc.
000-000-0000
