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Finale of Harcourt Takeover Expected Today : Merger: General Cinema expects the deal will be consummated after a year of wrangling.

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From Reuters

General Cinema Corp. plans to complete its $1.5-billion takeover of Harcourt Brace Jovanovich Inc. today, capping almost a year of wrangling to acquire the ailing publisher, the companies said.

Shareholders of both companies approved the merger at separate meetings Saturday, they said.

Shareholder approval had been widely expected by both analysts and company officials.

Under the deal, the debt-ladened Harcourt becomes a wholly owned subsidiary of General Cinema, one of the nation’s largest movie theater operators.

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The companies said that they have won all the necessary regulatory approval and that the takeover should be consummated today.

The Orlando, Fla.-based Harcourt had warned that if the merger did not go through, it could be forced to file for bankruptcy protection.

Harcourt Chairman John Herrington said in a statement Saturday that the “decision by HBJ’s shareholders means that the company can put behind it the financial uncertainty of the last few years.”

Harcourt, a prominent textbook and trade book publisher, has been saddled with $1.9 billion in debt from a 1987 battle to repel a takeover attempt by the late publishing tycoon Robert Maxwell.

Under the terms of the deal, each common and preferred share of Harcourt is to be exchanged for 75 cents worth of General Cinema common stock, bringing the price of the acquisition to $1.5 billion.

Chestnut Hill, Mass.-based General Cinema first launched its efforts to obtain Harcourt in January. It raised its offer by $100 million after the original merger pact was scuttled in April because of bondholder opposition.

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The plan overcame a crucial hurdle last month when Harcourt’s bondholders approved the deal.

At their meeting Saturday, General Cinema shareholders approved the issuance of the class B shares needed to complete the merger. They also approved an increase in common shares to 100 million from 80 million and an increase in capital stock to 180 million shares from 160 million.

Harcourt Brace said it won the affirmative vote of two-thirds of its common stock and a majority of its preferred stock.

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