AMC Now the Largest Exhibitor in the U.S., Europe, and the World
LEAWOOD, Kan.–(BUSINESS WIRE)–AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (“AMC”)
announced today it has completed its acquisition of Carmike Cinemas,
Inc. (NASDAQ: CKEC) (“Carmike”) for approximately $1.1 billion,
including the assumption of Carmike indebtedness.
AMC is now the largest theatre exhibitor in the United States, Europe
and the world, operating some 900 theatres with more than 10,000 screens
globally, including 661 theatres with more than 8,200 screens in the
United States and 244 theatres with 2,200 screens in Europe.
“AMC now has a larger audience and a bigger stage to introduce our
industry-leading innovations including plush power-recliner seats,
enhanced food and beverage choices and premium large format screens,”
said AMC CEO and President Adam Aron. “We also have expanded AMC’s
footprint across greater geography and more diverse demographics,
serving most of the largest cities in the U.S. and Europe, along with
hundreds of home towns, where guests can have an amazing AMC experience.
In the United States, AMC now will enjoy increased benefit from movies
that play better on Main Street and movies that play better in major
metros, and, of course, from movies that play well in both.”
“We are fortunate to be adding so many talented and hard-working
associates to the AMC team, which speaks well for the leadership of
Carmike over the past several years,” said Aron. “Today we take a moment
to celebrate becoming the biggest exhibitor in the U.S., in Europe and
throughout the world, and then we roll up our sleeves and get to work to
ensure that we are not only the biggest exhibitor but also the best in
each of our markets.”
Key benefits of the AMC-Carmike combination
Diversifies AMC’s footprint by adding theatres with complementary
geographic and guest demographic profiles that strengthen the combined
company’s admissions growth potential with limited geographic overlap;
Creates an opportunity to expand AMC’s proven and successful guest
experience strategies to millions of new guests in complementary
Creates purchasing efficiencies and reduces general and administrative
expenses by combining back-of-the-house functions such as accounting,
finance and technology, producing estimated cost synergies of
approximately $35 million annually.
AMC will continue to be headquartered in Leawood, Kansas. Adam Aron will
serve as Chief Executive Officer and President, and Craig Ramsey will
serve as Executive Vice President and Chief Financial Officer.
AMC completed the acquisition of Carmike by merging a wholly-owned
subsidiary of AMC with and into Carmike. As a result, Carmike is now a
wholly-owned subsidiary of AMC. Carmike stockholders could elect to
receive either $33.06 in cash or 1.0819 AMC shares for each Carmike
share they owned, subject to an overall allocation with 70% of Carmike
shares exchanged for cash and 30% exchanged for AMC shares.
Holders of 23,006,194 Carmike shares and equity awards (91.1%) elected
to receive AMC shares, holders of 1,230,343 Carmike shares and equity
awards (4.9%) elected to receive the cash consideration, and holders of
996,848 Carmike shares and equity awards (4.0%) made no election.
Pursuant to the proration mechanisms in the merger agreement, Carmike
stockholders and equity award holders that made a stock election will
receive AMC shares for approximately 32.9% of their Carmike shares or
equity awards (plus cash for fractional shares based on a price of
$32.0668 per AMC share) and will receive cash for the remaining 67.1% of
their Carmike shares or equity awards. Carmike stockholders and equity
award holders who made a cash election or no election will receive
$33.06 per share in cash. As a result of this transaction, 8,189,808
shares of AMC Class A common stock will be issued.
Trading in Carmike Common Stock on NASDAQ was suspended prior to the
open of trading today.
AMC expects to maintain its current quarterly dividend.
The transaction was funded through a combination of existing liquidity,
including cash on hand, incremental debt and the equity consideration.
Carmike theatre customers may obtain more information via this
About AMC Theatres
AMC is the largest movie exhibition company in the U.S., Europe and the
world with approximately 900 theatres and more than 10,000 screens
across the globe. AMC has propelled innovation in the exhibition
industry by deploying more plush power-recliner seats, delivering
enhanced food and beverage choices, generating greater guest engagement
through its loyalty program, web site and smart phone apps, offering
premium large format experiences and playing a wide variety of content
including independent programming. AMC operates among the most
productive theatres in the United States’ top markets, having the #1 or
#2 market share positions in 22 of the 25 largest metropolitan areas of
the United States, including the top three markets (NY, LA, Chicago).
Through its Odeon subsidiary, AMC operates in seven European countries
and is the # 1 theatre chain in the UK & Ireland, Italy and Spain.
This press release, along with other news about AMC, is available at www.amctheatres.com.
We routinely post information that may be important to investors in the
Investor Relations section of our website, www.investor.amctheatres.com.
We use this website as a means of disclosing material, non-public
information and for complying with our disclosure obligations under
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This press release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
be identified by the use of words such as “forecast,” “plan,”
“estimate,” “will,” “would,” “project,” “maintain,” “intend,” “expect,”
“anticipate,” “prospect,” “strategy,” “future,” “likely,” “may,”
“should,” “believe,” “continue,” “opportunity,” “potential,” and other
similar expressions that predict or indicate future events or trends or
that are not statements of historical matters. Similarly, statements
made herein and elsewhere regarding the completed acquisitions of Odeon
& UCI Cinemas Holdings, Ltd. (“ODEON”) and of Carmike (collectively, the
“acquisitions”) are also forward-looking statements, including
management’s statements about effect of the acquisitions on AMC’s future
business, operations and financial performance and AMC’s ability to
successfully integrate the acquisitions into its operations. These
forward-looking statements are based on information available at the
time the statements are made and/or management’s good faith belief as of
that time with respect to future events, and are subject to risks,
trends, uncertainties and other facts that could cause actual
performance or results to differ materially from those expressed in or
suggested by the forward-looking statements. These risks, trends,
uncertainties and facts include, but are not limited to, risks related
to: the impact of the terms of the regulatory approval of the Carmike
acquisition, financing the acquisitions; AMC’s ability to realize
expected benefits and synergies from the acquisitions; AMC’s effective
implementation, and customer acceptance, of its marketing strategies;
disruption from the acquisitions making it more difficult to maintain
relationships with customers, employees or suppliers; the diversion of
management time on transaction-related issues; the negative effects of
this announcement or the consummation of the acquisitions on the market
price of AMC’s common stock; unexpected costs, charges or expenses
relating to the acquisitions; unknown liabilities; litigation and/or
regulatory actions related to the acquisitions; AMC’s significant
indebtedness, including the indebtedness incurred to acquire ODEON and
Carmike; AMC’s ability to utilize net operating loss carry-forwards to
reduce future tax liability; continued effectiveness of AMC’s strategic
initiatives; the impact of governmental regulation, including anti-trust
investigations concerning potentially anticompetitive conduct, including
film clearances and participation in certain joint ventures; operating a
business in markets AMC has limited experience with; the United
Kingdom’s exit from the European Union and other business effects,
including the effects of industry, market, economic, political or
regulatory conditions, future exchange or interest rates, changes in tax
laws, regulations, rates and policies; and risks, trends, uncertainties
and other facts discussed in the reports AMC has filed with the SEC.
Should one or more of these risks, trends, uncertainties or facts
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated or anticipated by the
forward-looking statements contained herein. Accordingly, you are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made.
Forward-looking statements should not be read as a guarantee of future
performance or results, and will not necessarily be accurate indications
of the times at, or by, which such performance or results will be
achieved. For a detailed discussion of risks, trends and uncertainties
facing AMC, see the section entitled “Risk Factors” in AMC’s Annual
Report on Form 10-K, filed with the SEC on March 8, 2016, and Forms 10-Q
filed August 1, 2016 and November 9, 2016, and the risks identified in
the Form 8-K filed October 24, 2016, and the risks, trends and
uncertainties identified in its other public filings. AMC does not
intend, and undertakes no duty, to update any information contained
herein to reflect future events or circumstances, except as required by