AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC)
(“AMC”) and Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) today
announced that (i) the election deadline for holders of Carmike
common stock to elect the form of consideration they wish to
receive in connection with the merger of Carmike with and into an
indirect wholly owned subsidiary of AMC (“Merger”) is 5:00 p.m.
Eastern Time, on December 14, 2016 (the “Common Stock Election
Deadline”) and (ii) the election deadline for holders of Carmike
common stock acquired pursuant to Carmike’s Employee Stock Purchase
Plan and/or held in a Carmike managed brokerage account and holders
of Carmike equity awards (collectively, the “Equity Award Holders”)
is 5:00 p.m. Eastern Time, on December 9, 2016 (the “Equity Award
Election Deadline”). The Common Stock Election Deadline and the
Equity Award Election Deadline may be extended, in which case AMC
and Carmike will announce the new deadline(s) by issuing a press
release, filing a Form 8-K with the Securities and Exchange
Commission (the “SEC”), and publishing the new deadline(s) on their
websites. Carmike stockholders who hold shares through a bank,
broker, trust company, or other nominee may have an earlier
election deadline and should carefully review any instructions
received from their bank, broker, trust company, or other
nominee.
The Common Stock Election Form and Letter of Transmittal
necessary for Carmike stockholders to make an election for their
Merger consideration was mailed on October 31, 2016. The Equity
Award Election Form and Letter of Transmittal necessary for Equity
Award Holders to make an election for their Merger consideration
was mailed on November 7, 2016. To make an election, holders of
Carmike common stock and Equity Award Holders must deliver to
Computershare Trust Company, N.A., the exchange agent for the
transaction, prior to the respective Common Stock Election Deadline
and Equity Award Election Deadline, a properly completed Common
Stock Election Form and Letter of Transmittal or Equity Award
Election Form and Letter of Transmittal, as applicable. Additional
copies of these forms may be obtained by contacting Georgeson Inc.,
the information agent, at 866-695-6078 (toll-free).
As previously announced, and in accordance with the terms of the
amended and restated merger agreement entered into on July 24, 2016
(the “Merger Agreement”), Carmike stockholders and Equity Award
Holders are entitled to receive either (i) $33.06 in cash, without
interest or (ii) 1.0819 shares of AMC Class A common stock for each
share of Carmike common stock held (the “Per Share Merger
Consideration”). As described in the Merger Agreement, after the
elections are made, the final Per Share Merger Consideration
delivered to the Carmike stockholders and Equity Award Holders will
be subject to proration so that 70% of the total shares held by all
Carmike stockholders will be converted into cash and 30% of the
total shares held by all Carmike stockholders will be converted
into shares of AMC Class A common stock. Carmike stockholders and
Equity Award Holders who fail to properly make an election by the
applicable Common Stock Election Deadline or Equity Award Election
Deadline will be entitled to receive Per Share Merger Consideration
as determined according to the allocation and proration procedures
described in the Merger Agreement and the Registration Statement on
Form S-4 filed in connection with the Merger (the “Registration
Statement”) and other election materials filed by AMC and Carmike
with the SEC or delivered to Carmike stockholders and Equity Award
Holders. Therefore, there is no assurance that Carmike stockholders
or Equity Award Holders will receive their election choices.
Carmike stockholders and Equity Award Holders should carefully
read the Registration Statement and any other materials filed by
AMC and Carmike with the SEC or delivered by AMC or Carmike before
making their election. Carmike stockholders and Equity Award
Holders who have questions regarding the election procedures or who
wish to obtain copies of the Registration Statement and the other
election materials, may contact Georgeson Inc., the information
agent, at 866-695-6078 (toll-free).
About AMC Theatres
AMC is the largest movie exhibition company in the world and the
guest experience leader with approximately 636 theatres and 7,623
screens worldwide, including the largest cinema operator in Europe,
Odeon Cinemas Group. AMC has propelled innovation in the theatrical
exhibition industry and continues today by delivering more comfort
and convenience, enhanced food and beverages, greater engagement
and loyalty, premium large format experiences, and targeted
programming. AMC operates the most productive theatres in the
United States’ top markets, having the #1 or #2 market share
positions in 21 of the 25 largest metropolitan areas in the United
States, including the top three markets (NY, LA, Chicago). AMC,
through its Odeon subsidiary, operates in seven European countries
and is the No. 1 theatre chain in the UK & Ireland, Italy and
Spain. amctheatres.com
About Carmike Cinemas
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 271
theatres with 2,923 screens in 41 states. The circuit includes 56
premium large format (PLF) auditoriums featuring state-of-the-art
technology and luxurious seating, including 33 “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.
Website Information
This press release, along with other news about AMC, is
available at www.amctheatres.com. AMC routinely posts information
that may be important to investors in the Investor Relations
section of its website, www.investor.amctheatres.com. AMC uses this
website as a means of disclosing material, non-public information
and for complying with disclosure obligations under Regulation FD,
and encourages investors to consult that section of the website
regularly for important information about AMC. The information
contained on, or that may be accessed through, the website is not
incorporated by reference into, and is not a part of, this
document. Investors interested in automatically receiving news and
information when posted to the website can also visit
www.investor.amctheatres.com to sign up for email Alerts.
Forward-Looking Statements
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,” “strategy,” “future,”
“likely,” “may,” “should,” “believe,” “continue,” 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 pending
acquisition of Carmike Cinemas, Inc. (“Carmike”) and the completed
acquisition of Odeon and UCI Cinemas Holdings Limited (“Odeon,” and
collectively, the “acquisitions”) are also forward-looking
statements, including statements regarding the anticipated closing
date of the Carmike acquisition, the source and structure of
financing, 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
managements’ 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
parties’ ability to satisfy closing conditions in the anticipated
time frame or at all; obtaining regulatory approval for the Carmike
acquisition, including the risk that any approval may be on terms,
or subject to conditions, that are not anticipated; the possibility
that the Carmike acquisition does not close, including in
circumstances in which AMC would be obligated to pay Carmike a
termination fee or other damages or expenses; related to financing
the acquisitions, including AMC’s ability to finance the
acquisitions on acceptable terms; responses of activist
stockholders to the Carmike acquisition; AMC’s ability to realize
expected benefits and synergies from the acquisitions; AMC’s
effective implementation, and customer acceptance, of its two brand
strategy; 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
proposed Carmike acquisition 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 and
Carmike have 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
and Carmike, 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 in
Carmike’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, which was filed with 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, and the risks, trends and uncertainties identified in their
other public filings. Neither AMC nor Carmike intends, and
undertakes no duty, to update any information contained herein to
reflect future events or circumstances, except as required by
applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20161208005297/en/
AMC CONTACTSINVESTOR
RELATIONS:John Merriwether,
866-248-3872InvestorRelations@amctheatres.comorMEDIA
CONTACTS:Ryan Noonan,
913-213-2183rnoonan@amctheatres.comorCARMIKE CONTACTSINVESTOR
RELATIONS:Richard B. Hare, 706-576-3416Chief Financial
OfficerorMEDIA CONTACTS:Joele Frank, Wilkinson Brimmer
KatcherBarrett Golden or Mahmoud Siddig212-355-4449
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