Combined group would run 119 multiplexes with nearly 1,100 screens.

UK and Ireland exhibitor Vue Entertainment is entering into a voluntary public takeover offer of all outstanding shares of CinemaxX. The deal creates a new Pan-European cinema group operating in the UK, Ireland, Germany, Denmark and Portugal.

The combined group will run 119 multiplexes with almost 1,100 screens. That represents 230,000 seats and 5,100 employees.

Vue Entertainment will offer all shareholders of CinemaxX AG €6.45 per share in cash, a premium of 45% of the July 9 closing share price.

The offer is supported by Dr. Herbert Kloiber, the majority shareholder of CinemaxX AG, and a Share Purchase Agreement has been signed continguent on merger control clearance in Germany.

Vue aims to close the deal by the end of 2012.

Tim Richards, CEO of Vue Entertainment said: “We are really excited about this important strategic move into Europe for the company. CinemaxX is a great circuit with superb modern multiplex cinemas offering fantastic infrastructure including 100 percent stadium seating, digital projection and 3D. It will be a perfect complement to our existing cinemas and brand. Moving into continental Europe has been part of our strategic plan since Vue was launched in 2003 and we firmly believe that the new group will drive increased cinema going by offering a best in class superior cinema going experience. We have a market leading team of highly experienced Executives, many of whom have been with the company from the very beginning.”

Kloiber added: “The stake in CinemaxX, which I bought eight years ago, was always run as a separate investment fromTele München Group by me. I am grateful to Christian Gisy and his colleagues for their contribution to develop CinemaxX. In just about five turbulent years, they transformedCinemaxX into a very profitable and debt-free company. Today, CinemaxX is well positioned to pursue an expansion course.Vue Entertainment, as one of the most successful European cinema operators, will enter the German and Scandinavian market and contribute its longstanding expertise as well as continue the dynamic development already initiated.”

Vue recently acquired the Apollo UK cinema circuit and it now has 85 cinemas. Germany-based CinemaxX has 34 cinemas (including 3 in Denmark.)

Berenberg Bank and Pall Mall Capital are acting as financial advisors to Vue Entertainment.