Vanguard Law Magazine : Anne Fitzgerald (Cineplex Inc.)
In late 2021, the Ontario Superior Court of Justice ruled in Cineplex’s favour, ordering a payout of $1.23 billion in the claim that Cineworld breached its obligations under the agreement.
The deal, which was valued at $2.8 billion, originally agreed upon in December 2019, was supposed to close in June 2020. Shorecrest Group, acting as Proxy Solicitor and Vote Campaign Manager, secured a shareholder vote 99.92% in favour of the Arrangement Resolution with a participation of 71.07% of the issued and outstanding at the 2020 Special Meeting.
Working diligently behind the scenes handling the unexpected, was Chief Legal Officer Anne Fitzgerald. Just as Fitzgerald was contemplating retirement and as the Cineworld deal was due to close, the COVID-19 pandemic hit. Local health measures forced all Cineplex theaters to close – Fitzgerald and her team had to run the company without the capacity to operate.
Rising to the challenge, and navigating the unprecedented circumstances of the pandemic, Fitzgerald’s team tackled restructuring, refinancing, and negotiating lease deals with landlords the company works with. In response to the outbreak, U.K. based cinema chain Cineworld, attempted to back out of its planned acquisition.
“Our contract with Cineworld specifically stated that if a pandemic hits, Cineworld was still required to honor the deal,” she says. “So, when Cineworld backed out of the deal, we had to take action.”
Interestingly, Cineplex can thank the 2003 SARS epidemic for setting a standard. Pandemic clauses began to appear in contracts after SARS and was present in the Cineworld purchase agreement having learned from the epidemic’s rippling effects felt in the film industry nearly two decades prior.
Trekking forward into the next chapter in her life, Anne Fitzgerald is embarking on a new journey into retirement. Most recently, she spent 11 days snowshoeing on a 150-kilometer route crossing the Arctic Circle on Canada’s Baffin Island.
Never one to shy away from a challenge, or uncharted territory, Shorecrest Group would like to wish Mrs. Fitzgerald many exciting adventures ahead as she steps into her new path forward.