Carmike Cinemas, Inc. announced that it has entered into an amended and restated merger agreement with AMC Theatres pursuant to which AMC will acquire all outstanding shares of Carmike in cash and stock.

Under the terms of the transaction, for each outstanding share of Carmike common stock, Carmike’s stockholders will have the option to elect to receive either $33.06 in cash or 1.0819 shares of AMC’s Class A common stock. Such elections are subject to proration such that in the aggregate 30% of Carmike’s outstanding shares are exchanged for shares of AMC’s Class A common stock, and 70% of Carmike’s outstanding shares are exchanged for cash.

Based on the closing trading price of AMC’s common stock on the New York Stock Exchange on July 22, 2016, the transaction is valued at approximately $1.2 billion, including the assumption of Carmike net indebtedness. The $1.2 billion transaction value consists of approximately $585 million paid in cash and $250 million in AMC’s Class A common stock to be paid to Carmike stockholders, and AMC’s assumption of Carmike’s net debt. The total consideration to be received by Carmike stockholders under the amended and restated merger agreement represents a premium of approximately 32% over Carmike’s stock price on March 3, 2016, the last date prior to the announcement of the transaction between AMC and Carmike, and an increase of 10.2% over AMC’s original cash offer of $30 per share.

The amended and restated merger agreement has been unanimously approved by the Carmike Board of Directors, and Carmike’s Board recommends that all Carmike stockholders vote “FOR” the amended and restated merger agreement with AMC.

David Passman, Carmike President and Chief Executive Officer, said, “We are pleased to have reached this amended merger agreement with AMC, which follows extensive negotiations with AMC. 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. Our Board unanimously believes that this transaction is compelling and in the best interest of all Carmike stockholders.”

Approvals and Timing

The transaction is expected to be completed by the end of 2016, subject to customary closing conditions, including regulatory approval and approval by Carmike’s stockholders.

Carmike intends to adjourn the Special Meeting of Stockholders scheduled to reconvene on July 25, 2016 at 9:00 a.m. local time, at the offices of King & Spalding LLP located at 1180 Peachtree Street, N.E., Atlanta, Georgia 30309.

Carmike will disseminate a revised proxy statement/prospectus to Carmike stockholders in connection with the amended and restated merger agreement, which will provide details on when the Special Meeting of Stockholders will be reconvened. Carmike’s Board of Directors has not yet determined whether a revised record date will be set for the reconvened Special Meeting of Stockholders. However, in light of the revised transaction structure and anticipated timeline, Carmike's Board of Directors likely will set a new record date for the reconvened Special Meeting of Stockholders.

Additional Details

AMC’s revised offer has fully committed financing in place and will be funded through a combination of existing liquidity, including cash on hand, incremental debt, and equity issuance. The debt financing commitment is being provided by Citigroup Global Markets Inc..

J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to Carmike. King & Spalding LLP is acting as legal counsel to Carmike.