Carmike Investors Approve AMC’s $1.2B Takeover, Await Justice Department OK

David Lieberman
Deadline

Updated with additional vote details: Carmike Cinemas shareholders just approved AMC Entertainment’s cash and stock takeover offer valued at $1.2 billion (including debt) — or $33.06 a share. That clears an important hurdle in AMC’s effort to become the world’s No. 1 exhibition chain.

The offer won the support of more than 86% of the shares voted at a meeting in Georgia. They equal about 72% of Carmike’s outstanding shares.

Carmike CEO David Passman says he’s “pleased” with the result, which will create “significant value” for investors and “an even more compelling moviegoing experience to more guests in many more locations across the country.”

In an advisory vote, shareholders opposed the golden parachute plan for Carmike executives. The company estimated that Passman would have collected more than $8.5 million in cash and equity if it had been triggered in early October. Advisory firm Institutional Shareholder Services urged investors to oppose, saying that the terms “raise concern.” Nearly 11.2 million shares took that advice while 9.1 million supported.

The companies are waiting for Justice Department antitrust officials to clear the deal. Last week AMC chief Adam Aron told analysts he’s “very optimistic” that will happen, enabling the deal to close “as early as December” — though it “could easily spill into 2017.”

Wanda Group-controlled AMC expects to divest “a limited number of theaters” to satisfy officials and has already begun looking for buyers, Aron added.

In addition to the Carmike plans, AMC has an agreement to buy UK-based Odeon & UCI Cinemas, which also would make it the world’s largest theater chain. The two deals would leave AMC with about 900 venues, up from 386.

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AMC will spend “literally hundreds of millions of dollars” upgrading Carmike theaters, Aron says. Some will keep that brand name, and others will take on AMC’s.

“We’re shoulder-deep in planning processes to bring Carmike into our company and bring Odeon into our company as well,” Aron says.

AMC’s additional scale could give it the leverage to help pay for the investments. “If you’re a $4 billion player or a $5 billion player, you’re going to get a lot better deals on things that you buy than a $1 billion player,” Aron says.

Still, some of Carmike’s rural venues might not be “affluent enough to afford the higher prices” needed justify investments in Imax or Dolby technologies, though AMC could outfit its own large screens venues.

“The trifecta will be in those theaters in big markets, where we have four larger screens,” Aron says. “You might see an Imax, a Dolby and a house brand all being marketed to consumers.”

Today’s vote ends a rocky effort to unite the companies. Some of Carmike’s largest shareholders opposed AMC’s $1.1 billion (or $30 a share) offer, unveiled in March, saying that it undervalued the company. Facing the likelihood that shareholders would reject the deal, the nation’s No. 4 theater company postponed votes planned for June and also in July.

On July 25 AMC sweetened its bid. Aron warned that it was “our best and final offer for Carmike.” If rejected, he was “fully prepared to focus instead only on the improving fortunes of AMC and on our [recently announced] Odeon & UCI acquisition in Europe.”

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