Tony Maglio | July 25, 2016 @ 7:19 AM
Last Updated: July 25, 2016 @ 1:58 PM
AMC Theatres has upped its offer for competitor Carmike.
Carmike shareholders now have the option to receive either $33.06 in cash — a 32 percent premium over the company’s March 3 close price — or 1.0819 shares of AMC’s Class A common stock. Based on AMC’s New York Stock Exchange close price Friday, the transaction is now valued at approximately $1.2 billion. Previously, it was $1.1 billion.
That prior offer came in at $30 per share — this one is 10.2 percent higher. It’s also AMC’s “best and final” one, company president and CEO Adam Aron said on Monday.
The $1.2 billion breaks down to $585 million paid in cash and $250 million in AMC’s Class A common stock to be paid to Carmike stockholders, plus AMC’s assumption of Carmike’s net debt.
“Some Carmike stockholders may still oppose this transaction because of published analysis that we believe is materially flawed,” Aron admitted in a media release. “For example, movie theatre transactions in Europe and Asia/Pacific are erroneously cited as comparables for the Carmike purchase, even though the major U.S.-based theatre operators trade every day on U.S. exchanges at considerably lower multiples.”
“As another example, some take AMC’s tax [net operating loss] and apply them to the Carmike transaction, even though we have alternate uses for these credits,” he continued. “As such, they understate the incremental cash tax cost to AMC.”
“For absolute clarity, let there be zero room for doubt or miscalculation. This latest agreement between AMC and Carmike is our best and final offer for Carmike,” Aron concluded. “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.”
“We are pleased to have reached this amended merger agreement with AMC, which follows extensive negotiations with AMC,” David Passman, Carmike president and chief executive officer, said. “The revised 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 Carmike board of directors unanimously recommends the amended terms.
The Evolution of Mila Kunis, From 'That '70s Show' to 'The Spy Who Dumped Me' (Photos)
Mila Kunis has grown up since her days as a child star when she was portraying a young Angelina Jolie in "Gia." Since then, she's had dramatic and comedic turns as an actress and model. Her latest film "The Spy Who Dumped Me" opens August 3.
"Make a Wish, Molly" (1995)
At age 10, Ukraine-born Mila Kunis landed a small role in the 1995 short movie "Make a Wish, Molly" about a Russian Jewish girl newly arrived in the U.S.
"Baywatch" (1995)
Kunis also played small parts in mid-'90s TV shows like "Baywatch."
She had a recurring role as Ashley in the WB family series "7th Heaven" between 1996 and '97.
WB
"Gia" (1998)
Kunis played the 11-year-old version of Angelina Jolie's character in the acclaimed 1998 HBO movie "Gia," a biopic of '70s model Gia Carangi that won Jolie and Faye Dunaway Golden Globes.
HBO Films
"That '70s Show" (1998)
At 14, she fibbed about her age and landed her breakout role as the spoiled rich girl Jackie Burkhart in the hit Fox sitcom "That '70s Show," opposite Ashton Kutcher as dim-witted Michael Kelso.
Fox
"Family Guy" (1999)
In 1999, Kunis replaced Lacey Chabert as the voice of awkward teenager Meg Griffin on Seth MacFarlane's animated sitcom "Family Guy."
Mila Kunis tried to make a leap to the big screen opposite Kirsten Dunst in the 2001 high school rom-com "Get Over It."
Miramax
Macauley Culkin (2002)
In 2002, Kunis began dating former "Home Alone" star Macaulay Culkin (seen here at a 2005 benefit for victims of Hurricane Katrina and Hurricane Rita). The couple officially announced their split in 2011.
Kunis proved a romantic charmer as a Hawaiian resort worker who connects with Jason Segel's recently dumped hero in the 2008 rom-com "Forgetting Sarah Marshall."
Universal Pictures
"Spike's Guys Choice Awards" (2009)
In 2009, Kunis popped up at Spike's Guys Choice Awards to claim the award for "Hottest Mila" (besting Mila Jovovich for the honor).
Getty Images
"The Book of Eli" (2010)
In 2010, she tried her hand at action in the Denzel Washington postapocalyptic thriller "The Book of Eli."
Warner Bros.
"Black Swan" (2010)
Mila Kunis had a high-profile and widely acclaimed role opposite Natalie Portman as an ambitious ballet dancer in Darren Aronofsky's drama "Black Swan," earning a Golden Globe nomination for Best Supporting Actress.
Fox Searchlight Pictures
"Friends With Benefits" (2011)
Kunis got frisky with Justin Timberlake in the 2011 R-rated comedy "Friends With Benefits."
Kunis re-teamed with "Family Guy" creator Seth MacFarlane in 2012 on his feature directorial debut, "Ted," playing the long-suffering girlfriend of Mark Wahlberg, a guy who's unduly influenced by his foul-mouthed teddy bear.
For 2013's "Oz the Great and Powerful," a prequel to one of the actress' favorite movies as a child, Kunis endured hours of makeup to play a younger version of Theodora, the Wicked Witch of the West.
Kunis married her former "That '70s Show" co-star Ashton Kutcher in July 2015, months after she gave birth to their daughter, Wyatt. Here, they're seen promoting NBC's Red Nose Day charity telecast in May 2016.
Instagram
"Bad Moms" (2016)
In 2016, she re-teamed with her "Forgetting Sarah Marshall" co-star Kristen Bell -- as well as Kathryn Hahn -- in the R-rated suburban comedy "Bad Moms."
"The Spy Who Dumped Me" (2018)
In her latest role, Kunis teamed with "SNL" star Kate McKinnon for the action-comedy "The Spy Who Dumped Me," about a woman who discovers her ex-boyfriend is a spy entangled in an international conspiracy.
Lionsgate
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Actress has grown up since her days as a child star (and younger version of Angelina Jolie in “Gia”)
Mila Kunis has grown up since her days as a child star when she was portraying a young Angelina Jolie in "Gia." Since then, she's had dramatic and comedic turns as an actress and model. Her latest film "The Spy Who Dumped Me" opens August 3.