From AMC:

AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (“AMC”) announced last week 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 markets; and,

  • 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.

Company leadership

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.

Transaction details

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.

Financing

The transaction was funded through a combination of existing liquidity, including cash on hand, incremental debt and the equity consideration.

Customer information

Carmike theatre customers may obtain more information via this FAQ.

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.

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