Live Nation pulls out of Ocesa acquisition [updated]
Updated (27 May): Live Nation confirmed in an SEC filing yesterday that the company has terminated its ‘material definitive agreement’ to acquire 51% of Ocesa after being unable to agree revised terms with CIE and Televisa.
“On May 25, 2020, Live Nation notified CIE that it was terminating the CIE purchase agreement as a result of CIE’s failure to comply with its contractual obligation to continue operating the target companies [Ocesa] in the ordinary course of business and the occurrence of a material adverse effect (as that term is defined in the CIE purchase agreement),” reads the 8-K form, dated 25 May, which appears to say CIE and Televisa’s failure to keep Ocesa operating as normal amid the ongoing coronavirus pandemic is grounds for cancelling the acquisition.
“Live Nation simultaneously notified TV that it was terminating the TV purchase agreement, which agreement may be terminated if the CIE Purchase Agreement is terminated for any reason.
“Live Nation has commenced binding arbitration proceedings, seated in New York, New York, before the International Court of Arbitration of the International Chamber of Commerce, seeking a declaratory judgment that it has properly terminated the CIE purchase agreement and that any obligations thereunder are excused on the grounds set forth above, among others.”
CIE, one of two parent companies of leading Mexican promoter Ocesa Entertainment, has told investors that Live Nation’s impending acquisition of Ocesa is no longer going ahead, after the US concert giant exercised “an alleged right to terminate” the agreement, one “with which CIE disagrees”.
Live Nation announced last July it intended to acquire 51% of Ocesa, which also owns Ticketmaster Mexico, from CIE and Televisa Group for a combined US$480 million, with the transaction expected to close by the end of 2019.
According to CIE, on 5 May (two days before Live Nation announced its Q1 2020 results) the parties signed a ‘standstill agreement’ that put the deal on hold; that agreement, reports Televisa, has now expired, with no agreement on terms of the acquisition reached.
CIE “will continue to analyse its alternatives and reserves all of its rights under the agreements executed in connection with [the] transaction and the applicable laws”, according to a notice filed by the company today (26 May) with the Mexican Stock Exchange (BMV).
Live Nation CEO Michael Rapino spoke about the deal during the company’s Q1 investor call, saying the company needed to pause the deal; while he is “long term, still bullish on [Ocesa’s] business and ours”, Rapino explained, Live Nation “is not looking to take on any losses from Mexico while they’re going through their six or eight months of business downturn” due to Covid-19, reports MBW.
“We want to delay the cash payment of the deal until we both know how and when we’re on the other side of this crisis,” he added. “So that’s the intent.”
Televisa – which owns 41% of Ocesa compared to CIE’s 11% – said on 7 May it agrees that Live Nation does not have the right to terminate the agreement unilaterally.
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