AMC Theatres makes final offer to acquire Carmike Cinemas

AMC Theatres said today it has made its “best and final” offer to acquire Carmike Cinemas Inc. in a transaction valued at about $1.2 billion.

Leawood-based AMC said its amended and restated merger agreement is for $33.06 a share in cash and stock. The revision would give an additional $3.06 a share, or 10.2 percent more than the earlier offer.

AMC said the new offer represents a 32 percent premium to Carmike’s closing stock price on March 3, 2016.

“We continue to believe that the proposed merger between AMC and Carmike is a compelling opportunity that offers significant value to both companies’ shareholders,” said Adam Aron, CEO of AMC.

AMC is pursuing the acquisition in an attempt to broaden its geographic and demographic base internationally.

Aron added, “While we would like this transaction to go forward, we are fully prepared to focus instead only on the improving fortunes of AMC and on our Odeon & UCI acquisition in Europe if a majority of Carmike shareholders do not find this revised offer attractive.”

Aron said it would be “unfortunate” if Carmike shareholders turned down the 32 percent premium AMC is offering. The revised offer has been approved by the boards of directors of both AMC and Carmike.

Carmike’s board has recommended that all Carmike stockholders vote for the amended and restated merger agreement.

David Passman, Carmike CEO, said the merger agreement “provides significant additional value to Carmike stockholders and enables our stockholders to now participate in the potential upside of a combined AMC-Carmike while continuing to receive significant, premium value for their investment in Carmike.”

The transaction is expected to be completed by the end of 2016, subject to regulatory approval and closing conditions.

Carmike’s special meeting of shareholders, scheduled for this morning, will be reconvened at a later date still to be determined.

This story was originally published July 25, 2016 at 9:16 AM with the headline "AMC Theatres makes final offer to acquire Carmike Cinemas."