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Amcomri Enters Into Agreement for Sale of Its Film Business

Amcomri Enters Into Agreement for Sale of Its Film Business.

articleAdsl Hldgs Inc.July 29, 20244/company/amcomri-entertainment-inc/news/amcomri-enters-into-agreement-for-sale-of-its-film-business
Amcomri Enters Into Agreement for Sale of Its Film Business

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[{"type":"text","content":"\n VANCOUVER, British Columbia, July 29, 2024 (GLOBE NEWSWIRE) -- Amcomri Entertainment Inc. (“Amcomri” or the “Company”) (Cboe CA: AMEN) (Frankfurt: 25YO) (OTC: AMNNF) today announced that Trinity Pictures Distribution Limited (“Trinity”), the Company’s wholly-owned direct subsidiary, has entered into a definitive agreement pursuant to which Trinity has agreed to sell the Company’s film production and distribution business. Summary Trinity has entered into a share purchase agreement (the “Purchase Agreement”) with Tropico Limited (the “Purchaser”) and Oranmore Limited (the “Guarantor”) pursuant to which Trinity has agreed to sell to the Purchaser (the “Transaction”): (i) the outstanding shares of 101 Films Limited, a wholly-owned subsidiary of Trinity; (ii) certain motion picture distribution assets of 101 Films International Limited (“101 Films International”), a wholly-owned subsidiary of Trinity; (iii) certain motion picture distribution assets of Amcomri Productions Limited (“APL”), a wholly-owned subsidiary of Trinity; and (iv) APL’s interest in Positivor Limited (collectively, the “Film Business”). The Transaction is subject to, and would be completed following, completion of the transactions contemplated by the previously announced share and asset purchase agreement dated June 25, 2024 among the Company, Trinity, APL, Abacus Media Rights Limited, Sphere Media Inc., Sphere Media UK Ltd. and Sphere Media Distribution Inc. (the “Television Sale Transaction”, and together with the Transaction, the “Sale Transactions”). Accordingly, at the time of the Transaction’s completion, the Transaction would constitute a sale of all or substantially all of the Company’s undertaking pursuant to Section 301 of the Business Corporations Act (British Columbia). A copy of the Purchase Agreement will be made available under the Company’s SEDAR+ profile at www.sedarplus.com. Consideration The aggregate consideration payable pursuant to the Transaction is approximately US$921,000 (based on a GBP/USD exchange rate of 1.2877), plus the assumption of certain obligations and liabilities of 101 Films International and APL. In connection with the Transaction, as an additio...

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