NEWS ANNOUNCEMENT EXHIBIT (D)(5)
[JAFFONI & COLLINS LETTERHEAD]
CONTACT:
Warren Braverman Joseph N. Jaffoni
Chief Operating Officer David C. Collins
Cinergi Pictures Entertainment Inc. Jaffoni & Collins Incorporated
310/315-6000 212/835-8500
FOR IMMEDIATE RELEASE
CINERGI PICTURES ENTERTAINMENT COMPLETES SALE OF
RIGHTS IN DIE HARD WITH A VENGEANCE TO
TWENTIETH CENTURY FOX FILM CORPORATION
-Merger Anticipated to be Completed Soon-
Santa Monica, CA, (December 24, 1997) - Cinergi Pictures Entertainment Inc.
(Nasdaq: CINE) announced that pursuant to an Assignment Agreement dated as of
July 14, 1997, as amended, between the Company and Twentieth Century Fox Film
Corporation, the sale of the Company's rights in DIE HARD WITH A VENGEANCE to
Fox has been consummated. The sale was approved at yesterday's Special
Meeting of Stockholders.
The Company also currently anticipates consummating, prior to year-end, the
previously announced merger among the Company, Andrews G. Vajna (Chairman of
the Board, President and Chief Executive Officer of the Company), Valdina
Corporation N.V. and CPEI Acquisition, Inc. (entities indirectly owned by Mr.
Vajna), pursuant to which stockholders of the Company (other than Mr. Vajna,
Valdina, and stockholders who perfect dissenters' rights) will be entitled to
receive merger consideration of $2.52 per share upon conversion of their
Cinergi shares in the merger of the Company and CPEI Acquisition, Inc. Upon
completion of the merger, Cinergi will become wholly owned by Mr. Vajna and
Valdina.
The Company was formed in 1989 as an independent producer and distributor of
motion pictures which are distributed in domestic and international
theatrical and ancillary markets, including home video, cable and broadcast
television.
-more-
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CINERGI PICTURES ENTERTAINMENT, 12/24/97
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. CERTAIN FACTORS MAY CAUSE ACTUAL EVENTS TO DIFFER
MATERIALLY FROM THOSE CONTAINED IN THE FORWARD LOOKING STATEMENTS. NO
ASSURANCES CAN BE GIVEN THAT THE MERGER, WHICH IS SUBJECT TO A NUMBER OF
CONDITIONS AND TO TERMINATION IN CERTAIN CIRCUMSTANCES WILL BE CONSUMMATED.
ALTHOUGH THE COMPANY ANTICIPATES THAT THE MERGER WILL BE CONSUMMATED PRIOR TO
YEAR-END, THE MERGER COULD BE DELAYED BEYOND SUCH TIME AS A RESULT OF A
VARIETY OF FACTORS, INCLUDING THE TIME REQUIRED TO SATISFY CONDITIONS TO THE
MERGER. UNDER CERTAIN CIRCUMSTANCES, IF THE MERGER IS NOT CONSUMMATED IN
1997, THE PARTIES TO THE MERGER AGREEMENT WILL BE REQUIRED TO CONSENT TO AN
EXTENSION OF THE MERGER AGREEMENT. DUE TO THE ADDITIONAL OPERATING EXPENSES
AS A RESULT OF CONSUMMATING THE MERGER IN 1998, THERE CAN BE NO ASSURANCES
THAT THE PARTIES TO THE MERGER AGREEMENT WOULD AGREE TO AN EXTENSION OF THE
DECEMBER 31, 1997 DATE ON THE CURRENT TERMS OF THE MERGER AGREEMENT. CINERGI
AND ITS OPERATIONS ARE ALSO SUBJECT TO THE RISKS AND UNCERTAINTIES DESCRIBED
IN CINERGI'S REPORTS FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING, WITHOUT LIMITATION, CINERGI'S QUARTERLY REPORT ON FORM
10-Q FOR THE QUARTER ENDED SEPT. 30, 1997, CINERGI'S FORM 8-K DATED APRIL 3,
1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997,
CINERGI'S FORM 8-K DATED JULY 9, 1997 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 17, 1997, CINERGI'S FORM 8-K DATED AUGUST 25, 1997 FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997, CINERGI'S
FORM 8-K DATED OCT. 2, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON OCT. 9, 1997, CINERGI'S FORM 8-K DATED DECEMBER 12, 1997 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1997, CINERGI'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND CINERGI'S
DEFINITIVE PROXY STATEMENT DATED DECEMBER 1, 1997.