Carmike hopes fourth time is charm: Vote nears on buyout by AMC
The $1.2 billion acquisition of Carmike Cinemas by AMC Entertainment Holdings has been scheduled yet again for a special shareholder vote on Nov. 15, more than eight months after the deal was announced by the two parties.
Carmike, headquartered in Columbus, is hoping that the fourth time is the charm for the buyout by Leawood, Kan.-based AMC. The vote at the Atlanta law offices of King & Spalding has been scheduled and canceled thrice before on June 30, July 15 and July 25 after a couple of major shareholders voiced displeasure with the purchase price.
The Columbus movie-theater chain said in a recent filing with the U.S. Securities and Exchange commission that only shareholders of record on Sept. 27 are allowed to vote at the reconvened meeting. It encouraged those planning to vote to do so via Internet, telephone or by sending in a paper proxy form. The proposal up for consideration includes merger-related compensation for top executives at the firm as it is being bought out.
(Click here: AMC to purchase Carmike Cinemas in $1.1 billion deal)
(Click here: Shareholder: AMC’s buyout of Europe theater chain shows Carmike deal ‘fatally flawed’)
(Click here: AMC chief executive says buyout of Carmike now faces ‘considerable risk’)
(Click here: AMC sweetens deal for Carmike Cinemas)
Carmike did not comment further Monday, with Richard Hare, the company’s chief financial officer, referring to the SEC filing. The motion-picture exhibitor said it will be releasing its third-quarter earnings report on Nov. 7. Carmike’s president and chief executive officer is David Passman and Fred Van Noy is its chief operating officer.
AMC, in an “earnings preview” on Monday, also mentioned the acquisition that has been up in the air since early March. The firm reiterated that it is paying $33.06 in cash or 1.0819 AMC share for each share of Carmike common stock, which has been sweetened in late July from a previous $30 per share for Carmike shares.
AMC President and Chief Executive Officer Aron Adam at that time called the enhanced cash per share “our best and final offer.” The $1.2 billion acquisition value includes debt owed by Carmike Cinemas.
AMC, which also is buying Europe-based Odeon & CCI Cinemas Holdings, will release its own earnings report on Nov. 7. The preview on Monday said the company expects total revenues to be between $777 million and $780 million in the third quarter, with net earnings between $28.5 million and $31.5 million.
(Click here: SEC filing lays out package for Carmike CEO after buyout)
Carmike shares on Monday were trading at just under $33 per share on the NASDAQ exchange. The stock’s 52-week range is from a low of $18.52 per share to a high of $33.34.
Carmike at last count operated 276 theaters and 2,954 screens in 41 states, while AMC Theatres has 388 locations and 5,295 screens, mostly in the United States. AMC is a majority-owned subsidiary of China-based conglomerate Dalian Wanda Group, which also operates cinemas in China and is considered that nation’s largest private property developer.
Tony Adams: 706-571-8574, @ledgerbizz
This story was originally published October 24, 2016 at 12:44 PM with the headline "Carmike hopes fourth time is charm: Vote nears on buyout by AMC."