Carmike Stockholders Approve Merger Agreement with AMC
November 15 2016 - 11:45AM
Business Wire
Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) announced that,
at Carmike’s Special Meeting of Stockholders held today, Carmike
stockholders approved the amended and restated merger agreement
with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC)
(“AMC”).
David Passman, Carmike Cinemas’ President and Chief Executive
Officer, stated, “We are pleased with the outcome of today’s vote.
In addition to providing Carmike stockholders with significant
value and the opportunity to participate in the upside potential of
a combined AMC-Carmike, this transaction creates an opportunity to
deliver an even more compelling movie-going experience to more
guests in many more locations across the country.”
More than 86% of the shares voted at the meeting were voted in
favor of the merger, representing approximately 72% of Carmike’s
outstanding shares as of the record date for the meeting.
The transaction remains subject to customary closing conditions,
including regulatory approval, and is expected to be completed by
the end of 2016 or in early 2017.
As previously announced, under the terms of the AMC merger
agreement, Carmike stockholders will have the opportunity to elect
to receive cash in the amount of $33.06 per share (the “cash
consideration”) or 1.0819 shares of AMC Class A common stock (the
“stock consideration”) for each share of Carmike common stock owned
by them. This election is subject to the previously disclosed
proration provisions in the AMC merger agreement, such that 70% of
the total issued and outstanding shares of Carmike common stock
will be converted into the right to receive the cash consideration
and 30% will be converted into the right to receive the stock
consideration. AMC and Carmike have previously mailed to holders of
Carmike common stock and Carmike equity awards an election form and
letter of transmittal to be used by such holders to make such
elections. AMC and Carmike will publicly announce the deadlines to
make such elections and any extensions thereof in a press release,
on their websites and in a filing with the U.S. Securities and
Exchange Commission (the “SEC”).
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 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.
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 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; 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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161115006335/en/
Carmike ContactsInvestor Relations: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
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