AMC Now the Largest Exhibitor in the U.S.,
Europe, and the World
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 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.
Website Information
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 Regulation FD, and
we encourage investors to consult that section of our website
regularly for important information about AMC. The information
contained on, or that may be accessed through, our 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 our 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,” “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 applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20161221005418/en/
AMC Entertainment Holdings, Inc.Investor
Relations:John Merriwether,
866-248-3872InvestorRelations@amctheatres.comorMedia
Contact:Ryan Noonan, 913-213-2183rnoonan@amctheatres.com
Carmike (NASDAQ:CKEC)
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