Australia's Village Roadshow opens books exclusively to BGH's lower offer

By Paulina Duran and Nikhil Nainan

SYDNEY (Reuters) - Australia's Village Roadshow Ltd (NASDAQ: VRL) said on Monday it had granted private equity firm BGH Capital exclusive access to its books, even after the suitor cut its bid by 40% and made it conditional on Village re-opening its theme parks and cinemas.

BGH was one of two firms that had offered to buy the country's largest theme park operator for up to A$4 per share before authorities shut down non-essential pubic venues nationwide to stop the spread of the novel coronavirus.

Under a new offer disclosed on Monday, BGH Capital would pay up to A$2.40 per Village Roadshow share provided Warner Bros. Movie World and Sea World plus the majority of its cinemas reopen by the time investors vote on the bid.

The figure represented a premium of 36% to the stock's last closing price, valuing the entertainment firm at A$468.5 million ($301 million).

BGH's offered price, however, drops to A$2.20 if Village is unable to reopen its attractions within three days of the vote, said Village, which has given the private equity firm four weeks of exclusive due diligence access to reach a binding offer.

Shares of Village soared as much as 16% to A$2.05 following the news.

Some analysts said the proposed offer undervalued Village's intrinsic value and was opportunistic.

"I can appreciate private equity firms try to take advantage of this pandemic to pick up these assets at cheaper prices than they would otherwise get," said Morningstar analyst Brian Han.

"But people will go back to theme parks in the longer term. People will go back to cinemas, it's a matter of how long it will take to go back to the normal level."

Village, which owns one of Australia's largest cinema chains, is one of the country's most exposed firms to the coronavirus crisis.

It said it was incurring $10 million to $15 million in monthly costs - net of government subsidies - as its doors remained shut. It said it was in regular contact with authorities about the easing of physical distancing restrictions and would reopen as soon as it was deemed safe.

Even after reopening, however, Village said it did "not expect the business to generate positive operating cashflows".

Village, which also owns a stake in a Los Angeles-based affiliate that produced Hollywood blockbusters such as "The Great Gatsby" and "Joker", said another BGH condition was that there be no further deterioration in its operating environment.

BGH Capital, which is also a short-listed bidder for bankrupt airline Virgin Australia Holdings Ltd , had offered A$4 a share for Village in January, trumping a December bid of A$3.90 from Pacific Equity Partners.

Neither firm responded to requests for comment.

($1 = 1.5574 Australian dollars)

(Reporting by Paulina Duran in Sydney and Nikhil Kurian Nainan in Bengaluru; Editing by Kim Coghill and Christopher Cushing)

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