UPDATED with AMC Entertainment announcement: AMC Entertainment says today that it won’t budge on its $1.1 billion (including debt) offer for Carmike Cinemas, and asked the No. 4 exhibition chain to postpone this morning’s shareholder vote so its investors can absorb the news.
Investors are scheduled to reconvene in Atlanta on July 15. A merger would turn AMC, controlled by China’s Wanda Group, into the world’s largest exhibition chain.
Although AMC “remains committed to our proposed transaction,” CEO Adam Aron says, it’s “now at considerable risk” and his company is “fully prepared to see the Carmike transaction pass by the wayside.”
Leading shareholders Driehaus Capital Management (with nearly 10% of the votes) and Mittleman Brothers (with 9.6%) said that they plan to vote no on the buyout, saying Carmike is worth more. Advisory firms Institutional Shareholder Services and Glass Lewis sided with them.
But they fail to consider “the considerable weakening of the industry-wide movie box office since the transaction was announced,” Aron says.
He also noted “value leakage from regulatory driven theatre and other potential divestitures, tax implications regarding the receipt of National CineMedia, Inc. (NASDAQ: NCMI) (“NCM”) founders shares and required annual make-whole payments to be made to NCM, as well as significant company integration and transaction costs.”
Even so, Carmike shareholders seem to believe that someone will top AMC’s $30 a share offer. Carmike shares are basically flat this morning trading at $30.53.
Here’s Aron’s full statement:
AMC Entertainment remains committed to our proposed transaction to acquire Carmike Cinemas. The rationale to acquire Carmike continues to be valid, namely to create a larger system of theatres nationwide, to introduce AMC’s consumer-friendly movie going guest amenities across a broader network of theaters as well as to achieve cost efficiencies and synergies.
Even so, remains committed to our proposed transaction .
We believe that the loose price talk by some in the market about a potential transaction with Carmike has been unrealistically overstated.
Additionally, the public discussion to date has erroneously neglected to factor in that the Carmike transaction’s value to AMC is materially reduced by the value leakage from regulatory driven theatre and other potential divestitures, tax implications regarding the receipt of National CineMedia, Inc. (NASDAQ: NCMI) (“NCM”) founders shares and required annual make-whole payments to be made to NCM, as well as significant company integration and transaction costs.
Nor has the conversation taken into consideration the considerable weakening of the industry-wide movie box office since the transaction was announced.
With respect to M&A activity, AMC is a disciplined buyer. We note that the financial metrics surrounding the Carmike acquisition get marginal very quickly above the $30.00 deal price. Accordingly, we are fully prepared to see the Carmike transaction pass by the wayside.
These views in mind, AMC has requested that the Carmike shareholder vote be adjourned from June 30 to July 15, 2016 giving time for all concerned to determine if this transaction will be preserved or instead abandoned.
With or without a Carmike combination, as a leader in guest engagement and theatre innovation, we could not be more confident that AMC’s future prospects are extraordinarily bright.
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