Vue International Bidco plc entered into an agreement to acquire CMS Cinema Management Services GmbH & Co. KG (CineStar) from Event Hospitality & Entertainment Limited (ASX:EVT) for approximately €220 million on October 22, 2018. The consideration includes an upfront payment of €130 million and variable consideration of up to €91.8 million depending on Germany market admissions for calendar year 2019. This represents a maximum potential enterprise value for CineStar of approximately €220 million. The transaction will be financed from existing cash resources and €114 million of debt financing which has been underwritten. The transaction is subject to regulatory consent and Federal Cartel Office in Germany. As of September 13, 2019, the Federal Cartel Office review (FCO) is in progress. As of March 2, 2020, German FCO conditionally approved the transaction subject to the divestment of six sites within a six-month period, and this divestment process is underway. As of August 21, 2020, a sale has been completed in respect of one of the six sites. The FCO has provided an extension of time for satisfaction of its conditions in respect of the remaining five divestment sites until November 13, 2020 and a sales process is ongoing. As of November 6, 2020, FCO has provided an extension of time for satisfaction of its conditions in respect of the remaining five divestment sites until December 14, 2020. On a pro-forma basis, the transaction will be leverage neutral to Vue international and its subsidiaries’ net leverage position of third quarter of 2018. As of November 14, 2020 Vue unilaterally put a pause on the divestment process and sought to renegotiate terms of the sale. As a result, the sale as notified to the FCO is now a prohibited transaction due to the failure to satisfy the condition. The Event Hospitality & Entertainment Limited considers the divestment process to be a clear, deliberate and fundamental breach of the existing sale and purchase agreement and is considering all of its legal options in relation to Vue’s breach of the SPA. Dirk Pahlke, Hannes Mungenast, Marshall Baillieu and Duncan Wilmer of Rothschild Australia Limited acted as financial advisors and KPMG Australia acted as accountant to Event Hospitality & Entertainment Limited. Ferdinand Pavel and Lars Knuth of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft acted as accountant; and, Marcus Mayer of Ernst & Young Law GmbH acted as to legal advisor to Vue International Bidco plc. Nico Abel, Rüdiger Hoffmann, Tatiana Guenster, Moritz Kunz, Anja Lingscheid and Marcel Nuys of Herbert Smith Freehills Germany LLP acted as legal advisors for Event Hospitality & Entertainment and Michiel Huizinga, Christian Hilmes, Vanessa Xu, Boerries Aherns, Oliver Ahnseel, Daniel Bolm, Jonathan Brownson, Caitlin Carey, Georg Dalitz, Rene Galle, Anja Glueck,Cathariba Glugla, Marcus Grühn, Nick Hallam, Robert Jochim, Roman Alexander Kasten, Anna Kraeling, Hans-Peter Loew, Jens Matthes, Gordon Milne, Kevin Muzilla, Udo Olgemoeller, Anna Opel, Frank Schemmel, Bastian Schmack, Sebastian Schulz, Tim Spranger, Kevin Stumme, Janna Vogt, Heike Weber and Nils Zimmer of Allen & Overy LLP acted as legal advisors for Vue International Bidco plc. Kiran Desai, Margarita Peristeraki and Manu Mohan of Holland Van Gijzen Advocaten-Avocats B.V. Cvba acted as legal advisors to Vue International.