MUMBAI: Ajay Bijli-promoted PVR Ltd. has agreed to buy the entire 69.27 per cent promoter stake in competing multiplex operator Cinemax India for Rs 3.95 billion, which will make it the biggest multiplex operator in the country.

The deal values Cinemax at Rs 5.7 billion, making it an expensive purchase. Since Cinemax has 138 screens, PVR has paid a higher premium to fortify its presence in Western India, including Mumbai.

For exiting the business, the Kanakias are being paid at Rs 203.65 per share. Cinemax‘s stock jumped 4.99 per cent on Thursday to close at a new high of Rs 184.25.

PVR is making the acquisition through Cine Hospitality, its wholly-owned subsidiary.

Of the 69.29 per cent promoters stake in Cinemax India, Himanshi and Rasesh Kanakia hold 33.46 per cent each while Rupal and Hiral Kanakia own 1.17 per cent each. The remaining 0.03 per cent stake is held by Kanakia Gruhnirman and Kanakia Finance and Investments.

PVR Promoter Ajay Bijli said, “In order to achieve market leadership in Indian Exhibition business, PVR has been on a rapid expansion mode both through organic as well as inorganic routes. Today, with the proposed acquisition of Cinemax, we hope to create the largest movie exhibition chain in India."

Cinemax Promoter Rasesh Kanakia said, “We believe that the Exhibition business benefits from consolidation as large scale strengthens competitive advantage as well as significantly enhances operational efficiencies. This transaction enables realization of such benefits and would create significant value for all the shareholders of Cinemax. The deal will enable us to ensure greater focus on our real estate and hospitality businesses.”

PVR with the backing of private equity investors will also make an open offer to public shareholders of Cinemax, which would eventually culminate in the delisting of the company’s shares.

As part of the open offer, Cine Hospitality will acquire up to 7.2 million fully paid-up equity shares of face value of Rs 5 each representing 26 per cent of the fully diluted voting equity share capital of Cinemax at a price of Rs 203.65 per share.

PVR has also got the board approval to issue 10.62 million fully paid equity shares on a preferential basis to Ajay Bijli, Sanjeev Kumar, L Capital, Multiples Private Equity Fund I Limited, and Multiples Private Equity Fund at Rs 245 per share to raise Rs 2.6 billion.

Under the preferential issue of equity shares in PVR Limited, Multiples will invest an amount of approximately Rs 1.53 billion, L Capital would invest approximately Rs 823 million and Promoters would invest approximately Rs 250 million into PVR.

Post the above dilution, both Multiples Private Equity and L Capital would own approximately 15.8 per cent stake each in the company and the Promoters will hold 32 per cent stake in the Company.

The owners of Cinemax had demerged their multiplex business from the core real estate business, which was housed in Cinemax Property. Earlier this year, international private equity fund L Capital Eco had agreed to invest a total of Rs 1.07 billion in PVR.

In the last fiscal, Cinemax had posted a profit of Rs 77.9 million on revenues of Rs 2.7 billion. While, PVR‘s net profit stood at Rs 281.1 million on revenues of Rs 4.7 billion.

Expensive deal but PVR gets location advantage

The deal values the per screen price at Rs 45 million, more than double the cost if PVR were to have build on its own. PVR has valued Cinemax, which has a net debt of Rs 850 million, at Rs 5.7 billion.

"While PVR becomes the largest multiplex operator, the premium paid for the acquisition is definitely too high. If PVR had decided to build it itself, the capex requirement would have been Rs 20 million per screen. But PVR gets location advantage and makes up for its weakness in western India," says an analyst at a broking firm.

PVR currently has 46 operational properties, with 213 screens and a seating capacity of 50,655 seats. Cinemax has 39 operational properties, with 138 screens and a seating capacity of 33,535 seats.

Theis acquisition would create the largest movie exhibition chain in India with a combined strength of 351 screens at 85 locations with a total capacity of 84,190 seats.

This will also give PVR a leadership position in 10 key markets across the country. It will also help PVR to strengthen its position in Mumbai where Cinemax owns 45 screens and where average ticket prices are higher.

The acquisition will also help PVR scale up its multiplex business. "For multiplex operators in India, the biggest challenge is to scale up through the organic route. And there are few good multiplexes available to buy. So the premium paid is justifiable," says a media analyst.

Consolidation in the multiplex business

The multiplex industry is entering a consolidation phase. Earlier, Inox Leisure Ltd had bought out the promoter‘s stake of 43.3 per cent in Fame India Ltd for Rs 664.8 million. Later this June, Fame was merged with Inox to become India’s largest multiplex chain with 257 screens.

"There will be pressure on other multiplexes to acquire or sell. The business requires huge amount of cash to expand," says a media analyst.