Carmike Shareholders Agree to $1.2 Billion AMC Merger

Carmike Cinemas shareholders on Tuesday approved the merger agreement with AMC Theatres, valued at $1.2 billion.

86 percent of the shares represented at Tuesday’s special meeting were in favor of the merger. The transaction will remain subject to closing conditions including regulatory approval, which is expected to be completed by the end of 2016 or early 2017.

“We are pleased with the outcome of today’s vote,” said David Passman, Carmike Cinemas’ president and chief executive officer, in a statement. “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.”

Also Read: AMC Issues $1.4 Billion in Debt to Pay for Carmike, Odeon Acquisitions

As previously announced, Carmike shareholders have the option to receive either $33.06 in cash — a 32 percent premium over the company’s Mar. 3 close price — or 1.0819 shares of AMC’s Class A common stock. Previously, the transaction was valued at $1.1 billion.

In July, AMC — which is owned by Chinese entertainment giant Dalian Wanda Group — agreed to buy British theater chain Odeon & UCI in a deal valued at $1.2 billion. That same month, the board of Carmike Cinemas, America’s fourth-largest exhibitor, agreed to accept AMC’s second and sweetened offer for $1.2 billion after claiming the $1.1. billion offer undervalued Carmike.

Also Read: AMC Theatres Hikes Carmike Bid to $1.2 Billion

The deal was also under scrutiny from the Justice Department, which was investigating AMC over alleged antitrust violations.

The Carmike acquisition will make AMC the nation’s largest theatrical exhibitor, passing current No. 1 Regal Cinemas. Combined, Odeon and Carmike control more than 5,000 screens, and completing both deals would make AMC parent Wanda — which also owns China’s biggest theater chain — the first exhibitor to manage more than 10,000 screens worldwide.

In response to the deal, Richard Berman, executive director of the Center for American Security, criticized U.S. regulators for letting it pass.

“The AMC-Carmike deal is the most blatant example of China’s soft power play, yet the U.S. government has naively allowed Chinese propagandizing to continue unabated,” he said in a statement. “While American law prevents the vertical integration of movie production and distribution, Washington has failed to apply the same measures to the Communist-sponsored Dalian Wanda and its ability to influence the movie industry. The American public should be aware of how the Chinese government is expanding its sphere of influence overseas.”

14 Billion-Dollar Acquisitions Before AT&T-Time Warner (Photos)

Think $85 billion is a lot of cash? Take a tour through the lurid amounts of money dropped on American media and content machines over the years.
1999: Disney Buys ABC
The alliance is such a potent brand that it's hard to imagine them as solo entities, but the $19.5 billion sale gave the Disney company an iconic TV brand to call its own.
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1999: Clear Channel buys AMFM Inc
The radio giant paid $20.6 billion for its rival AMFM, their 830 radio stations, 425,000 billboards and 19 TV stations per Forbes.
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1999: Viacom Buys CBS
Fifteen years ago, the media giant acquired the TV network for $34.1 billion. While the companies would split in 2006, always remember -- history repeats itself.
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2000: Time Warner and AOL Merge
It's often referred to as one of the most disastrous mergers in history. The $186.2 billion price tag seemed visionary at the time, but quickly devolved into a corporate culture way... and the of the dot-com collapse.
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2006: Disney Buys Pixar
In the first of a series of key moves from Disney CEO Bob Iger -- ones that would ensure long-term health and eventually see the company take record-breaking market share -- Steve Jobs was convinced to entrust the animation studio to them for a reported $7.4 billion.
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2009: Disney Buys Marvel
Iger's $4 billion purchase of the comic book studio changed the industry, secured Robert Downey Jr. as the highest paid actor in Hollywood and made a new constellation of stars and film franchises.
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2012: Disney Buys Lucasfilm
Bob Iger's hat trick was completed with a major coup in landing the "Star Wars" universe for $4 billion, which resulted in the No. 3 all-time top grossing film, "Star Wars: The Force Awakens."
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2013: Comcast Buys Remaining Stake in NBC
After purchasing a majority stake in 2011 for $30 billion, Comcast paid another $16.7 billion to wholly own the TV brand, film studio Universal and its California and Florida theme parks.
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2013: Yahoo Buys Tumblr
It's a relatively small price for a media acquisition, but spend-happy Yahoo CEO Marissa Mayer raised a lot of eyebrows by paying $1 billion for the blogging platform Tumblr.
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2014: Facebook Buys WhatApp
While this is a straight-up tech acquisition, it's interesting to note that Facebook paid a staggering $22 billion for the European-based WhatsApp, a mobile application that lets users text for free over WiFi, to bolster their own messaging app. The company has repeatedly said it doesn't care to acquire content engines, but this signals a strong urge to level competition if they ever change their minds.
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2015: Activision Blizzard Buys King Mobile
The video game company literally spent $5.9 billion on fun and games. Mobile game company King counts the most successful app of all time, Candy Crush, and legacy social games like Bubble Witch in its stable. Now Activision gets to develop properties like a just-sold CBS game show based on Candy Crush.
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2016: Comcast Buys Dreamworks
After years of trying to offload his baby, Jeffrey Katzenberg fetched $3.8 billion for DWA and its respective franchises, like "Kung Fu Panda."
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2015: Dalian Wanda Buys Legendary Entertainment
A production company fetching $3.5 billion in a sale was not just jaw-dropping, it was an airhorn that the Chinese invasion into Hollywood had begun. It's also currently the benchmark for what many call inflated valuation... but Wanda's pockets are as deep as their patience is long.
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2016: Verizon Buys Yahoo
In a major deal that’s yet to formally close, Verizon is ponying up $4.83 billion for Yahoo’s core business, which includes advertising, content, search and mobile division.
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