Carmike Cinemas Inc fka CKEC

[Enterprising Investor]

Carmike Stockholders Approve Merger Agreement with AMC (11/15/16)

Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) announced that, at Carmike’s Special Meeting of Stockholders held today, Carmike stockholders approved the amended and restated merger agreement with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (“AMC”).

David Passman, Carmike Cinemas’ President and Chief Executive Officer, stated, “We are pleased with the outcome of today’s vote. 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.”

More than 86% of the shares voted at the meeting were voted in favor of the merger, representing approximately 72% of Carmike’s outstanding shares as of the record date for the meeting.
The transaction remains subject to customary closing conditions, including regulatory approval, and is expected to be completed by the end of 2016 or in early 2017.

As previously announced, under the terms of the AMC merger agreement, Carmike stockholders will have the opportunity to elect to receive cash in the amount of $33.06 per share (the “cash consideration”) or 1.0819 shares of AMC Class A common stock (the “stock consideration”) for each share of Carmike common stock owned by them. This election is subject to the previously disclosed proration provisions in the AMC merger agreement, such that 70% of the total issued and outstanding shares of Carmike common stock will be converted into the right to receive the cash consideration and 30% will be converted into the right to receive the stock consideration. AMC and Carmike have previously mailed to holders of Carmike common stock and Carmike equity awards an election form and letter of transmittal to be used by such holders to make such elections. AMC and Carmike will publicly announce the deadlines to make such elections and any extensions thereof in a press release, on their websites and in a filing with the U.S. Securities and Exchange Commission (the “SEC”).

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 271 theatres with 2,923 screens in 41 states. The circuit includes 56 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 33 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

[Enterprising Investor]

Smart move(s).

[Enterprising Investor]

Driehaus Capital Management to Vote in Favor of Revised Carmike Cinema Offer (8/4/16)

CHICAGO, Aug. 4, 2016 /PRNewswire/ -- Driehaus Capital Management, a Chicago-based investment adviser of funds that beneficially own 2,430,578 shares of Carmike Cinemas, Inc. (NASDAQ: CKEC), today issued the following statement:

August 4, 2016

On July 25, 2016, AMC Entertainment Holdings Inc. ("AMC") revised its offer for Carmike to $33.06 per share, composed of 70% cash and 30% stock. While an improvement, we still firmly believe that this revised offer, like the one that preceded it, undervalues Carmike and does not equitably share the value created from the prospective transaction.

We are confident that Carmike's current standalone value is substantially in excess of the $33.06 per share offer. However, we are not as confident that it would be one year from today given management's focus on selling the company rather than growing it. While we have closely considered alternatives to mitigate such concerns, we are also cognizant of the high hurdle rate such an action must clear given its time intensity and potential to disrupt the underlying business. This hurdle rate was cleared at the initial $30.00 per share offer price—but, today, the answer is not as clear-cut.

In this vein, despite its inequity we have decided to vote a substantial majority of our shares in favor of the transaction.

Once again, we do believe that the deal is significantly accretive, but simply inequitable in its distribution of the spoils and unfair from a valuation perspective to Carmike's shareholders—and because we firmly believe in the deal's accretive potential, we began to establish a position in AMC's shares following the July 25 announcement of its revised proposal.

Sincerely,

K.C. Nelson
Portfolio Manager, Alternative Strategies

Matthew Schoenfeld
Assistant Portfolio Manager

Driehaus Capital Management LLC

About Driehaus Capital Management
Driehaus Capital Management LLC is a privately-held, independent investment adviser with $8.6 billion in assets under management as of July 31, 2016. The firm manages global, emerging markets and US growth equity, and alternative investment strategies. Founded in 1982 by Richard H. Driehaus, the firm serves a diverse institutional client base comprised of corporate and public pensions, endowments, foundations, sub-advisory, financial advisors and family offices, globally.

For more information, please visit www.driehaus.com.

http://www.prnewswire.com/news-releases/driehaus-capital-management-to-vote-in-favor-of-revised-carmike-cinema-offer-300309289.html

[Enterprising Investor]

Carmike Cinemas Announces Amended and Restated Merger Agreement with AMC Theatres (7/25/16)

AMC to Acquire Carmike for Combination of Cash and Stock in Approximately $1.2 Billion Transaction

Represents Premium of Approximately 32% Over Carmike’s Stock Price on March 3, 2016 and an Increase of 10.2% Over AMC’s Original Cash Offer of $30 Per Share

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC) (“Carmike”) announced today that it has entered into an amended and restated merger agreement with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE:AMC) (“AMC”) 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. (“Citi”).

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.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,938 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

Disclosure Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Carmike’s beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates,” “seeks” or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of Carmike’s management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond Carmike’s ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the amended and restated merger agreement; the inability to complete the proposed merger due to the failure to obtain Carmike stockholder or regulatory approval for the proposed merger or the failure to satisfy other conditions of the proposed merger within the proposed timeframe or at all; disruption in key business activities or any impact on Carmike’s relationships with third parties as a result of the announcement of the proposed merger; the failure to obtain the necessary financing arrangements as set forth in the debt commitment letters delivered pursuant to the amended and restated merger agreement, or the failure of the proposed merger to close for any other reason; risks related to disruption of management’s attention from Carmike’s ongoing business operations due to the proposed merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Carmike and others relating to the amended and restated merger agreement; the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger; the amount of the costs, fees, expenses and charges related to the proposed merger; adverse regulatory decisions; unanticipated changes in the markets for Carmike’s business segments; general economic conditions in Carmike’s regional and national markets; Carmike’s ability to comply with covenants contained in the agreements governing Carmike’s indebtedness; Carmike’s ability to operate at expected levels of cash flow; financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; Carmike’s ability to meet its contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in Carmike’s markets; competition in Carmike’s markets; competition with other forms of entertainment; the effect of Carmike’s leverage on its financial condition; prices and availability of operating supplies; the impact of continued cost control procedures on operating results; the impact of asset impairments; the impact of terrorist acts; changes in tax laws, regulations and rates; and financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of Carmike’s business.

Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in Carmike’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2016, under the heading “Item 1A. Risk Factors,” and in Carmike’s subsequently filed reports with the SEC, including Forms 10-Q and 8-K. Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof. Carmike does not undertake to update any of these statements in light of new information or future events, except as required by applicable law.

Important Additional Information Regarding the Merger

This press release may be deemed to be solicitation material in respect of the proposed merger of Carmike with and into a wholly-owned subsidiary of AMC. In connection with the proposed merger, AMC and Carmike will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) containing a prospectus with respect to the AMC common stock to be issued in the proposed merger and a proxy statement of Carmike in connection with the proposed merger (the “Proxy Statement/Prospectus”). The proxy statement of Carmike contained in the Proxy Statement/Prospectus will replace the definitive proxy statement which Carmike previously filed with the SEC on May 23, 2016 and mailed to its stockholders on or about May 25, 2016. Each of AMC and Carmike intends to file other documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Carmike and will contain important information about the proposed merger and related matters.

BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, CARMIKE’S STOCKHOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT AMC OR CARMIKE HAS FILED OR MAY FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Carmike’s stockholders will be able to obtain, free of charge, copies of the definitive Proxy Statement/Prospectus and Registration Statement, when available, and other relevant documents filed by AMC and Carmike with the SEC, at the SEC’s website at www.sec.gov. In addition, Carmike’s stockholders may obtain free copies of the Proxy Statement/Prospectus and other relevant documents filed by Carmike with the SEC from Carmike’s website at http://www.carmikeinvestors.com/.

This communication does not constitute an offer to buy or exchange, or the solicitation of an offer to sell or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not a substitute for any prospectus, proxy statement or any other document that AMC or Carmike may file with the SEC in connection with the proposed merger.

Participation in the Solicitation

This communication does not constitute a solicitation of a proxy from any stockholder with respect to the proposed merger. However, each of AMC, Carmike and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Carmike’s stockholders with respect to the proposed merger. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the proposed merger, by security holdings or otherwise, will be set forth in the Proxy Statement/Prospectus, which will replace the definitive proxy statement which Carmike previously filed with the SEC on May 23, 2016 and mailed to its stockholders on or about May 25, 2016. Additional information concerning AMC’s directors and executive officers is set forth in the definitive proxy statement filed by AMC with the SEC on March 15, 2016 and in the Annual Report on Form 10-K filed by AMC with the SEC on March 8, 2016. These documents are available to Carmike stockholders free of charge from the SEC’s website at www.sec.gov and from the investor relations section of AMC’s website at amctheatres.com. Additional information concerning Carmike’s directors and executive officers and their ownership of Carmike common stock is set forth in the proxy statement for Carmike’s most recent annual meeting of stockholders, which was filed with the SEC on April 15, 2016 and in the Annual Report on Form 10 K filed by Carmike with the SEC on February 29, 2016. These documents are available to Carmike stockholders free of charge from the SEC’s website at www.sec.gov and from Carmike’s website at http://www.carmikeinvestors.com/.

http://www.businesswire.com/news/home/20160725005360/en/Carmike-Cinemas-Announces-Amended-Restated-Merger-Agreement

[Enterprising Investor]

Carmike Cinemas Announces Intention to Adjourn Special Meeting until July 25, 2016 (7/14/16)

COLUMBUS, Ga.--(BUSINESS WIRE)--Carmike Cinemas, Inc. (NASDAQ:CKEC) (“Carmike”) today announced that in light of ongoing discussions between Carmike and AMC Entertainment Holdings, Inc. (NYSE:AMC) (“AMC”) regarding the previously announced merger agreement between AMC and Carmike, Carmike intends to adjourn the Special Meeting of Stockholders scheduled for July 15, 2016.

Carmike intends to reconvene the Special Meeting 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. The record date for stockholders entitled to vote at the Special Meeting remains May 18, 2016.

There can be no assurances regarding the outcome of any discussions between Carmike and AMC regarding the previously announced merger agreement.

Carmike stockholders who have questions or need assistance voting their shares can contact Innisfree M&A Incorporated, the firm assisting Carmike in its solicitation of proxies in connection with the AMC transaction, at [phone] (toll-free).

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nation's largest motion picture exhibitors. Carmike has 273 theatres with 2,938 screens in 41 states. The circuit includes 55 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 32 "BigDs," 21 IMAX auditoriums and two MuviXL screens. As "America's Hometown Theatre Chain" Carmike's primary focus is mid-sized communities. Visit www.carmike.com for more information.

http://www.businesswire.com/news/home/20160714006416/en/Carmike-Cinemas-Announces-Intention-Adjourn-Special-Meeting

[Enterprising Investor]

Mittleman Brothers, LLC Comments on AMC Entertainment's Acquisition of Odeon & UCI Cinemas Group, Highlights Gaping Disparity in Valuation Versus AMC's Proposed Acquisition of Carmike Cinemas (7/12/16)

NEW YORK, July 12, 2016 /PRNewswire/ -- Mittleman Brothers, LLC, one of the largest shareholders of Carmike Cinemas Inc. (NASDAQ: CKEC), which currently controls approximately 2.33 million CKEC shares, 9.6% of the total shares outstanding, alerts Carmike shareholders that the announcement made earlier today that AMC Entertainment ("AMC") will buy Odeon & UCI Cinemas Group ("Odeon-UCI") in the U.K. cites a valuation of 9.1x TTM EBITDA, but against FY 2015 EBITDA of GBP 94.8M, the multiple is 9.7x EBITDA, or 9.0x EBITDA after annual cost synergies AMC estimates will be $10M (GBP 7.7M).

This deal reveals the clear extent to which Carmike's shares are undervalued at the 6.5x EBITDA post-synergy multiple at which AMC's $30 per share cash offer values Carmike. The same 9.0x multiple applied to CKEC's post-synergy EBITDA of $170M ($135M FY 2015 EBITDA + $35M cost synergies) would yield a $47.69 per share price per CKEC share, a 59% premium to the $30 per share offered price.

Carmike's adjusted EBITDA margin was 16.8% in FY 2015, whereas Odeon-UCI's EBITDA margin was 12.7% as per UK GAAP, and we estimate about 14.6% on US GAAP. And beyond its superior profitability, Carmike has out-performed Odeon-UCI over the past seven years on most other key metrics.

Odeon-UCI shareholders clearly benefited by a proper auction process, Carmike's shareholders had no such benefit. Odeon-UCI shareholders get ongoing participation in the upside of the combined entities via substantial AMC stock in the merger consideration; Carmike's shareholders get no AMC stock. AMC can apply its NOLs to CKEC's taxable income; AMC gets no such tax benefits from the Odeon-UCI deal.

Unaddressed remains the value of Carmike's 18% stake in Screenvision, and the tremendous value AMC would receive in additional founders' shares of National CineMedia, Inc. (roughly $260M in value) as a benefit of the transaction with Carmike, a huge benefit not available in the Odeon-UCI deal.

Simply put, there can no longer be any shadow of a doubt, Carmike's Board failed to realize anywhere close to a reasonable fair value for CKEC's non-management shareholders in this fatally flawed transaction. This AMC – Odeon-UCI deal should put to rest any questions about the validity of our call for a $40+ fair value for CKEC shares, and our view remains that anything less is a travesty of fairness.

Mittleman Brothers again encourages all Carmike Cinemas' shareholders to review our most recently filed presentation highlighting the gross deficiencies in both process and price reflected in Carmike's proposed sale to AMC. As we point out in the presentation http://www.mittlemanbrothers.com/ckecamc-opposition, CKEC has out-performed its peer group over the past seven years under current management, in sales, EBITDA, attendance, and concessions growth, and yet merely valuing CKEC at the mean EV/EBITDA trading multiple of the peer group yields a stock price in excess of $40 per share, without even considering a control premium, or the immense synergy value that AMC would solely retain in this unusually rare consolidation opportunity pairing the second and fourth largest movie theaters chains in the U.S.

Mittleman Brothers again urges all Carmike Cinemas shareholders to vote "AGAINST" this terribly unfair merger proposal before Carmike's postponed Special Meeting on July 15th.

This press release is provided for informational purposes only. Mittleman Brothers, LLC does not undertake any duty to update the information set forth herein. Mittleman Brothers is not soliciting proxies relating to the CKEC shareholder meeting and does not have the authority to vote your proxy. Mittleman Brothers urges CKEC shareholders to vote against the proposed transaction.

The information and calculations included in this press release are based on information reasonably available to Mittleman Brothers, LLC as of the date hereof. Furthermore, the information included in this press release has been obtained from sources that Mittleman Brothers, LLC believes to be reliable. However, these sources cannot be guaranteed as to their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained herein, by Mittleman Brothers, LLC, its members or employees, and no liability is accepted by such persons for the accuracy or completeness of any such information.

This press release contains certain "forward-looking statements," which may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "outlook," "forecast," "plan" and other similar terms. Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, results of operations, and success or lack of success. All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors, any or all of which could cause actual results to differ materially from projected results. The information set forth in this press release does not constitute legal, tax, investment or other advice, or a recommendation to purchase or sell any particular security.

About Mittleman Brothers, LLC:
Mittleman Brothers, LLC, through its wholly-owned subsidiary, Mittleman Investment Management, LLC, is an SEC-registered investment adviser that provides discretionary portfolio management for high net worth individuals and institutions. For more information on the firm and its services, please visit our website at www.mittlemanbrothers.com or contact Evan Newman at 516.686.6200.

http://www.prnewswire.com/news-releases/mittleman-brothers-llc-comments-on-amc-entertainments-acquisition-of-odeon--uci-cinemas-group-highlights-gaping-disparity-in-valuation-versus-amcs-proposed-acquisition-of-carmike-cinemas-300297583.html

[Enterprising Investor]

AMC to Buy Europe’s Odeon & UCI in Deal Helped by Weaker British Pound (7/12/16)

Carmike deal at risk because of ‘unrealistic view’ of value, U.S. theater chain says

By Austen Hufford

AMC Entertainment Holdings Inc. said Tuesday that it would acquire European movie theater operator Odeon & UCI Cinemas Group for about £500 million ($650 million) in a deal helped by the weaker British pound following the U.K.’s vote to leave the European Union.

AMC said while there are “some uncertainties” related to the Brexit vote, the decades-low exchange rate between the U.S. dollar and British pound made the deal highly favorable to AMC.

The deal comes as the U.S. theater chain works to close its delayed deal for Carmike Cinemas Inc. AMC warned that its $1.1 billion deal to buy Carmike remains at “considerable risk” because some shareholders have an “unrealistic view” of Carmike’s value to AMC.

AMC said the deal to buy Odeon & UCI would make it the world’s largest movie theater operator. Odeon & UCI operates 2,236 screens in 242 theaters across seven European countries, including in the U.K., Spain and Italy. AMC has 385 locations and 5,380 screens located primarily in the U.S.

AMC is buying the European theater operator from private-equity firm Terra Firma in a deal valued at about £921 million, including £407 million in debt. The equity part of the deal comprises 75% stock and 25% cash.

The deal is expected to close in the fourth quarter of the year and is subject to antitrust clearance by the European Commission and to consultation with the European Works Council.

“This is a once-in-a-generation opportunity to acquire Europe’s leading cinema chain,” AMC Chief Executive Adam Aron said.

London-based Odeon will continue to be based there and will retain its brand names.

AMC is working to acquire U.S.-based Carmike. Last month, a shareholder vote to approve that deal was postponed following concerns among some Carmike shareholders that the sale price was too low.

AMC said Tuesday it remains committed to the Carmike deal.

“We intend to continue to work this week with Carmike to see if the AMC/Carmike transaction can be saved, but we again note that the economics of a transaction get marginal very quickly for AMC above the $30 deal price,” the company said.

Shares of Carmike, up nearly 30% over the past 12 months, fell 1.7% to $29.23 in premarket trading. AMC shares were inactive at $27.77.

http://www.wsj.com/articles/amc-to-buy-odeon-uci-says-carmike-deal-in-jeopardy-1468325014

[Enterprising Investor]

Mittleman Brothers will have some explaining to do to its investors if AMC walks away.

Although the offer was low based on where CKEC once traded, the AMC offer was the only one on the table.

[Enterprising Investor]

AMC considers abandoning Carmike deal; Carmike delays shareholder vote (6/30/16)

By Alex Schiffer

AMC Entertainment Holdings Inc. is considering abandoning its attempt to buy Carmike Cinemas Inc. and become the nation’s largest movie theater chain, pushing the smaller company to postpone its shareholder vote on the deal.

The potential transaction “is now at considerable risk,” AMC Chief Executive Adam Aron said in a statement Thursday, the same day Carmike shareholders were scheduled to vote. “We believe that the loose price talk by some in the market about a potential transaction with Carmike has been unrealistically overstated.”

Carmike said it has rescheduled its vote for July 15 at AMC’s request. Aron said the two-week delay would provide “time for all concerned to determine if this transaction will be preserved or instead abandoned.”

AMC agreed in March to buy Carmike for $30 a share in a deal that was valued at $1.1 billion and included the assumption by AMC of Carmike’s debt.

Aron said public discussion about the deal has overlooked multiple factors — including tax implications and “the considerable weakening of the industrywide movie box office” — that from AMC’s perspective have dragged down the value of the deal.

By buying Carmike, which is based in Columbus, Ga., and has 274 locations, AMC, based in Leawood, Kan., would expand its reach to 653 theaters. The combined chain would surpass Regal Cinemas for largest in the nation.

AMC was acquired by Chinese real estate and media conglomerate Dalian Wanda Group in 2012 for $2.6 billion, creating the world's largest cinema company. Wanda owns the biggest chain in China, where the film business is booming.

AMC shares rose about 1% to close at $27.61 on Thursday. Carmike Cinemas Inc. shares dropped 1.21 % to $30.12.

http://www.latimes.com/entertainment/envelope/cotown/la-et-ct-carmike-amc-20160630-snap-story.html

[Enterprising Investor]

Mittleman Brothers, LLC owns 2,331,250 shares (6/30/16)

Controls 9.5 percent.

Total cost $ $58,407,763.27 or $25.05 per share.

https://www.sec.gov/Archives/edgar/data/799088/000089383816000135/sc13dam5mittleman063016.htm

[Enterprising Investor]

Mittleman Brothers, LLC Sees Carmike Cinemas' Delay of Special Meeting as Implicit Confirmation of Overwhelming Opposition to AMC Entertainment's Buyout Offer of $30 per share; Amendment to By-Laws Circumventive and Disconcerting (6/30/16)

NEW YORK, June 30, 2016 /PRNewswire/ -- Mittleman Brothers, LLC, one of the largest shareholders of Carmike Cinemas Inc. (NASDAQ: CKEC), which currently controls approximately 2.33 million CKEC shares, 9.6% of the total shares outstanding, expressed its disappointment with the decision to delay the Special Meeting of shareholders (the "Meeting") which had been scheduled for today, June 30th, 2016.

Presumably, given this decision to delay the vote, Carmike's Board has been unable to gather enough votes to adjourn the Meeting via ballots, a far less onerous voting threshold to achieve than required for approval of the merger itself. We believe this action is implicit confirmation that Carmike's shareholders overwhelmingly oppose AMC Entertainment's ("AMC") $30 per share cash take-over offer.

Carmike's shareholders have had more than enough time to consider AMC's offer, with 88 days having passed since the deal was first announced on March 3, 2016. Carmike's Board took only 57 days to negotiate and approve this low-ball offer from the first phone call from AMC's new CEO to Carmike's CEO on January 7, 2016, to the signing and announcement date on March 3rd. But now, clearly lacking votes to approve and cement this blatant undervaluation of Carmike's shares, AMC and Carmike's Board are choosing to draw out the process rather than allowing the vote to occur on schedule and properly heeding the will of the company's shareholders to terminate this fatally flawed transaction. Furthermore, that Carmike's Board, beyond their obligations in the merger agreement, yesterday amended their By-Laws to potentially permit further delays is unconscionable.

Carmike's shareholders clearly recognize that selling the best performing major movie theater chain in North America over the past seven years, for less than 8x EBITDA, makes no sense whatsoever as its lesser-performing peers trade in excess of 8x EBITDA in the open market today, with no control premium.

Despite AMC's laughable assertions to the contrary, even a $40 per share valuation of CKEC, in any combination of cash and/or AMC stock, would still be immensely accretive to AMC's intrinsic value per share, and for AMC to imply otherwise, is a misleading statement. At $40 per share, even if Screenvision is valued at $0, AMC would be paying an enterprise value of 7.9x CKEC's synergy-adjusted EBITDA of $170M (2015's adj. EBITDA of $135M + $35M in projected cost synergies), that is less than the cost of AMC buying back their own stock in the open market today, and does not include the massive windfall benefit AMC would receive in additional founders' shares of National CineMedia, Inc. estimated to be worth about $260M, which pays hearty dividends to offset much of the likely associated make-whole payments. So let us repeat this easily discernible truth: even at $40 per share, the acquisition of CKEC by AMC would be immensely accretive to AMC's intrinsic value per share.

Mittleman Brothers again encourages all Carmike Cinemas' shareholders to review our most recently filed presentation highlighting the gross deficiencies in both process and price reflected in Carmike's proposed sale to AMC. As we point out in the presentation http://www.mittlemanbrothers.com/ckecamc-opposition, CKEC has out-performed its peer group over the past seven years under current management, in sales, EBITDA, attendance, and concessions growth, and yet merely valuing CKEC at the mean EV/EBITDA trading multiple of the peer group yields a stock price in excess of $40, without even considering a control premium, or the immense synergy value that AMC would solely retain in this unusually rare consolidation opportunity pairing the second and fourth largest movie theaters chains in the U.S.

Mittleman Brothers again urges all Carmike Cinemas shareholders to vote "AGAINST" this terribly unfair merger proposal before Carmike's postponed Special Meeting on July 15th.

This press release is provided for informational purposes only. Mittleman Brothers, LLC does not undertake any duty to update the information set forth herein. Mittleman Brothers is not soliciting proxies relating to the CKEC shareholder meeting and does not have the authority to vote your proxy. Mittleman Brothers urges CKEC shareholders to vote against the proposed transaction.

The information included in this press release is based on information reasonably available to Mittleman Brothers, LLC as of the date hereof. Furthermore, the information included in this press release has been obtained from sources that Mittleman Brothers, LLC believes to be reliable. However, these sources cannot be guaranteed as to their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained herein, by Mittleman Brothers, LLC, its members or employees, and no liability is accepted by such persons for the accuracy or completeness of any such information. This press release contains certain "forward-looking statements," which may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "outlook," "forecast," "plan" and other similar terms. Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, results of operations, and success or lack of success. All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors, any or all of which could cause actual results to differ materially from projected results. The information set forth in this press release does not constitute legal, tax, investment or other advice, or a recommendation to purchase or sell any particular security.

About Mittleman Brothers, LLC:
Mittleman Brothers, LLC, through its wholly-owned subsidiary, Mittleman Investment Management, LLC, is an SEC-registered investment adviser that provides discretionary portfolio management for high net worth individuals and institutions. For more information on the firm and its services, please visit our website at www.mittlemanbrothers.com or contact Evan Newman at 516.686.6200.

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