AMC to Acquire Carmike for Combination of Cash
and Stock in Approximately $1.2 Billion Transaction
Represents Premium of Approximately 32% Over
Carmike’s Stock Price on March 3, 2016 and an Increase of 10.2%
Over AMC’s Original Cash Offer of $30 Per Share
Carmike Cinemas, Inc. (NASDAQ:CKEC) (“Carmike”) announced today
that it has entered into an amended and restated merger agreement
with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE:AMC)
(“AMC”) pursuant to which AMC will acquire all outstanding shares
of Carmike in cash and stock.
Under the terms of the transaction, for each outstanding share
of Carmike common stock, Carmike’s stockholders will have the
option to elect to receive either $33.06 in cash or 1.0819 shares
of AMC’s Class A common stock. Such elections are subject to
proration such that in the aggregate 30% of Carmike’s outstanding
shares are exchanged for shares of AMC’s Class A common stock, and
70% of Carmike’s outstanding shares are exchanged for cash.
Based on the closing trading price of AMC’s common stock on the
New York Stock Exchange on July 22, 2016, the transaction is valued
at approximately $1.2 billion, including the assumption of Carmike
net indebtedness. The $1.2 billion transaction value consists of
approximately $585 million paid in cash and $250 million in AMC’s
Class A common stock to be paid to Carmike stockholders, and AMC’s
assumption of Carmike’s net debt. The total consideration to be
received by Carmike stockholders under the amended and restated
merger agreement represents a premium of approximately 32% over
Carmike’s stock price on March 3, 2016, the last date prior to the
announcement of the transaction between AMC and Carmike, and an
increase of 10.2% over AMC’s original cash offer of $30 per
share.
The amended and restated merger agreement has been unanimously
approved by the Carmike Board of Directors, and Carmike’s Board
recommends that all Carmike stockholders vote “FOR” the amended and
restated merger agreement with AMC.
David Passman, Carmike President and Chief Executive Officer,
said, “We are pleased to have reached this amended merger agreement
with AMC, which follows extensive negotiations with AMC. The
revised merger agreement provides significant additional value to
Carmike stockholders and enables our stockholders to now
participate in the potential upside of a combined AMC-Carmike while
continuing to receive significant, premium value for their
investment in Carmike. Our Board unanimously believes that this
transaction is compelling and in the best interest of all Carmike
stockholders.”
Approvals and Timing
The transaction is expected to be completed by the end of 2016,
subject to customary closing conditions, including regulatory
approval and approval by Carmike’s stockholders.
Carmike intends to adjourn the Special Meeting of Stockholders
scheduled to reconvene on July 25, 2016 at 9:00 a.m. local time, at
the offices of King & Spalding LLP located at 1180 Peachtree
Street, N.E., Atlanta, Georgia 30309.
Carmike will disseminate a revised proxy statement/prospectus to
Carmike stockholders in connection with the amended and restated
merger agreement, which will provide details on when the Special
Meeting of Stockholders will be reconvened. Carmike’s Board of
Directors has not yet determined whether a revised record date will
be set for the reconvened Special Meeting of Stockholders. However,
in light of the revised transaction structure and anticipated
timeline, Carmike's Board of Directors likely will set a new record
date for the reconvened Special Meeting of Stockholders.
Additional Details
AMC’s revised offer has fully committed financing in place and
will be funded through a combination of existing liquidity,
including cash on hand, incremental debt, and equity issuance. The
debt financing commitment is being provided by Citigroup Global
Markets Inc. (“Citi”).
J.P. Morgan Securities LLC is serving as exclusive financial
advisor and provided a fairness opinion to Carmike. King &
Spalding LLP is acting as legal counsel to Carmike.
About Carmike Cinemas (www.carmike.com)
Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D
cinema deployments and alternative programming and is one of the
nation's largest motion picture exhibitors. Carmike has 273
theatres with 2,938 screens in 41 states. The circuit includes 55
premium large format (PLF) auditoriums featuring state-of-the-art
technology and luxurious seating, including 32 "BigDs," 21 IMAX
auditoriums and two MuviXL screens. As "America's Hometown Theatre
Chain" Carmike's primary focus is mid-sized communities.
Visit www.carmike.com for more information.
Disclosure Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Statements that are not
historical facts, including statements about Carmike’s beliefs,
expectations and future performance, are forward-looking
statements. Forward-looking statements include statements preceded
by, followed by or that include the words, “believes,” “expects,”
“anticipates,” “plans,” “estimates,” “seeks” or similar
expressions. Forward-looking statements are only predictions and
are not guarantees of performance. These statements are based on
beliefs and assumptions of Carmike’s management, which in turn are
based on currently available information. The forward-looking
statements also involve risks and uncertainties, which could cause
actual results to differ materially from those contained in any
forward-looking statement. Many of these factors are beyond
Carmike’s ability to control or predict. Important factors that
could cause actual results to differ materially from those
contained in any forward-looking statement include, but are not
limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
amended and restated merger agreement; the inability to complete
the proposed merger due to the failure to obtain Carmike
stockholder or regulatory approval for the proposed merger or the
failure to satisfy other conditions of the proposed merger within
the proposed timeframe or at all; disruption in key business
activities or any impact on Carmike’s relationships with third
parties as a result of the announcement of the proposed merger; the
failure to obtain the necessary financing arrangements as set forth
in the debt commitment letters delivered pursuant to the amended
and restated merger agreement, or the failure of the proposed
merger to close for any other reason; risks related to disruption
of management’s attention from Carmike’s ongoing business
operations due to the proposed merger; the outcome of any legal
proceedings, regulatory proceedings or enforcement matters that may
be instituted against Carmike and others relating to the amended
and restated merger agreement; the risk that the pendency of the
proposed merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
pendency of the proposed merger; the amount of the costs, fees,
expenses and charges related to the proposed merger; adverse
regulatory decisions; unanticipated changes in the markets for
Carmike’s business segments; general economic conditions in
Carmike’s regional and national markets; Carmike’s ability to
comply with covenants contained in the agreements governing
Carmike’s indebtedness; Carmike’s ability to operate at expected
levels of cash flow; financial market conditions including, but not
limited to, changes in interest rates and the availability and cost
of capital; Carmike’s ability to meet its contractual obligations,
including all outstanding financing commitments; the availability
of suitable motion pictures for exhibition in Carmike’s markets;
competition in Carmike’s markets; competition with other forms of
entertainment; the effect of Carmike’s leverage on its financial
condition; prices and availability of operating supplies; the
impact of continued cost control procedures on operating results;
the impact of asset impairments; the impact of terrorist acts;
changes in tax laws, regulations and rates; and financial, legal,
tax, regulatory, legislative or accounting changes or actions that
may affect the overall performance of Carmike’s business.
Consider these factors carefully in evaluating the
forward-looking statements. Additional factors that may cause
results to differ materially from those described in the
forward-looking statements are set forth in Carmike’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2015, which was
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on February 29, 2016, under the heading “Item 1A. Risk Factors,”
and in Carmike’s subsequently filed reports with the SEC, including
Forms 10-Q and 8-K. Readers are cautioned not to place undue
reliance on the forward-looking statements included in this press
release, which speak only as of the date hereof. Carmike does not
undertake to update any of these statements in light of new
information or future events, except as required by applicable
law.
Important Additional Information Regarding the Merger
This press release may be deemed to be solicitation material in
respect of the proposed merger of Carmike with and into a
wholly-owned subsidiary of AMC. In connection with the proposed
merger, AMC and Carmike will file with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”) containing a
prospectus with respect to the AMC common stock to be issued in the
proposed merger and a proxy statement of Carmike in connection with
the proposed merger (the “Proxy Statement/Prospectus”). The proxy
statement of Carmike contained in the Proxy Statement/Prospectus
will replace the definitive proxy statement which Carmike
previously filed with the SEC on May 23, 2016 and mailed to its
stockholders on or about May 25, 2016. Each of AMC and Carmike
intends to file other documents with the SEC regarding the proposed
merger. The definitive Proxy Statement/Prospectus will be mailed to
stockholders of Carmike and will contain important information
about the proposed merger and related matters.
BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, CARMIKE’S
STOCKHOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT AMC OR CARMIKE HAS FILED OR MAY FILE WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE
INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER.
Carmike’s stockholders will be able to obtain, free of charge,
copies of the definitive Proxy Statement/Prospectus and
Registration Statement, when available, and other relevant
documents filed by AMC and Carmike with the SEC, at the SEC’s
website at www.sec.gov. In addition, Carmike’s stockholders may
obtain free copies of the Proxy Statement/Prospectus and other
relevant documents filed by Carmike with the SEC from Carmike’s
website at http://www.carmikeinvestors.com/.
This communication does not constitute an offer to buy or
exchange, or the solicitation of an offer to sell or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is not
a substitute for any prospectus, proxy statement or any other
document that AMC or Carmike may file with the SEC in connection
with the proposed merger.
Participation in the Solicitation
This communication does not constitute a solicitation of a proxy
from any stockholder with respect to the proposed merger. However,
each of AMC, Carmike and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from Carmike’s stockholders with respect to the proposed
merger. More detailed information regarding the identity of these
potential participants, and any direct or indirect interests they
may have in the proposed merger, by security holdings or otherwise,
will be set forth in the Proxy Statement/Prospectus, which will
replace the definitive proxy statement which Carmike previously
filed with the SEC on May 23, 2016 and mailed to its stockholders
on or about May 25, 2016. Additional information concerning AMC’s
directors and executive officers is set forth in the definitive
proxy statement filed by AMC with the SEC on March 15, 2016 and in
the Annual Report on Form 10-K filed by AMC with the SEC on March
8, 2016. These documents are available to Carmike stockholders free
of charge from the SEC’s website at www.sec.gov and from the
investor relations section of AMC’s website at amctheatres.com.
Additional information concerning Carmike’s directors and executive
officers and their ownership of Carmike common stock is set forth
in the proxy statement for Carmike’s most recent annual meeting of
stockholders, which was filed with the SEC on April 15, 2016 and in
the Annual Report on Form 10 K filed by Carmike with the SEC on
February 29, 2016. These documents are available to Carmike
stockholders free of charge from the SEC’s website at www.sec.gov
and from Carmike’s website at http://www.carmikeinvestors.com/.
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version on businesswire.com: http://www.businesswire.com/news/home/20160725005360/en/
CarmikeInvestor:Richard B. Hare, 706-576-3416Chief
Financial OfficerorInnisfree M&AArthur Crozier or Larry
Miller212-750-5833info@innisfreema.comorMedia:Joele Frank,
Wilkinson Brimmer KatcherBarrett Golden or Mahmoud
Siddig212-355-4449
Carmike (NASDAQ:CKEC)
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