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CMS Bureau Francis Lefebvre advises Gaumont as part of plans to sell its stake in Gaumont Pathé Cinémas to Pathé

CMS Bureau Francis Lefebvre is advising Gaumont as part of plans to sell its stake (34%) in Cinémas Gaumont Pathé to Pathé, for the sum of 380 million Euros.

This project has been presented to Gaumont's Works Council and its finalisation remains subject to the usual conditions for completing this kind of transaction, notably the approval of Gaumont's Works Council and the implementation of the required financing for this purchase by Pathé.

Once these conditions have been met, Gaumont plans to offer minority shareholders the chance to sell their shares as part of a normal course issuer bid (NCIB) at a price of €75 per share. Cinépar, Gaumont leading shareholder with a 65% stake in its capital, will not be taking part in this transaction. The NCIB will therefore cover the entire scope of the remaining Gaumont stake, i.e. 35% of the capital, for an approximate amount of 125 million Euros. After selling its stake and completing the NCIB, Gaumont will retain all the resources of its production development strategy, posting a positive cash flow of around 50 million Euros.

Gaumont's board of directors, following the recommendation of its ad hoc committee of independent administrators, appointed the firm Sorgem as independent expert, represented by Mr. Maurice Nussenbaum. Mr. Nussenbaum will be tasked with assessing the financial conditions of Pathé's bid and those of the NCIB.

Gaumont's board of directors will meet to decide, in light of the reports of the independent expert, on the sale of its stake in Cinémas Gaumont Pathé and the filing of the NCIB.
These transactions will be voted upon by Gaumont shareholders at the next general assembly, which is due to be held before the end of June 2017.

For this transaction, the CMS Bureau Francis Lefebvre team that is advising Gaumont is made up of Christophe Lefaillet (partner) and François de Gabrielli (counsel) for corporate matters, Christophe Frionnet (partner) and Audrey Andrisse for tax matters and Caroline Froger-Michon (partner) and Emilie Bourguignon for labour law matters.

Gaumont also being advised by BNP Paribas Corporate and Institutional Banking with Christophe Jalinot, Nicolas Sudre and Nicolas Elissalde.

Pathé is advised by Sullivan & Cromwell LLP and by Rothschild & Cie.

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