AMC Theatres® Receives European Commission Approval to Move Forward with Acquisition of Odeon & UCI Cinemas Holdings Limited


LEAWOOD, Kan. & LONDON–(BUSINESS WIRE)– AMC Entertainment Holdings, Inc. (NYSE:AMC) (“AMC”) announced today AMC’s acquisition of London-based Odeon & UCI Cinemas Holdings Limited (“Odeon & UCI”) from private equity firm Terra Firma has received approval from the European Commission. When the transaction closes, expected on or about November 30, 2016, the combination of AMC and Odeon & UCI will make AMC the largest movie theatre operator in the world.

“We’re pleased by the European Commission’s approval,” said Adam Aron, CEO and President, AMC. “With today’s approval, we’re one step closer to gaining first-mover advantage in Europe by delivering AMC’s proven guest-favorite initiatives, such as plush recliner seats, to European movie-goers.”

AMC announced in July that it had entered into a definitive agreement to acquire the largest theatre exhibitor in Europe, Odeon & UCI from private equity firm Terra Firma for total consideration of (i) cash in the amount of GBP £375.0 million ($467.1 million), (ii) shares of AMC Class A common stock valued at GBP £125.0 million ($155.7 million) and (iii) the repayment of indebtedness of approximately GBP £472.2 million ($588.2 million) as of November 15, 2016. The US Dollar amounts set forth in the preceding sentence assume a Euro/USD exchange rate of 1.0724 and a GBP/USD exchange rate of 1.2457 as of November 15, 2016.

On November 8, 2016, AMC successfully completed an offering of $595 million aggregate principal amount of 5.875% Senior Subordinated Notes due 2026 and £250 million aggregate principal amount of 6.375% Senior Subordinated Notes due 2024 and priced $500 million aggregate principal amount of “B” term loans due 2023 at LIBOR plus 2.75%. The proceeds of the notes and the term loans at offering will be used to fund the acquisition of both Odeon & UCI and Carmike Cinemas, Inc. (NASDAQ: CKEC).

The Combined Company After Odeon & UCI Transaction Close

With 244 theatres and 2,251 screens, Odeon & UCI is currently the #1 theatre operator in Europe. With 90 million tickets sold annually, it is also the #1 theatre operator in the UK & Ireland, Italy and Spain; the #2 theatre operator in Austria and Portugal; and the #4 theatre operator in Germany.

For the year ended December 31, 2015 and six months ended June 30, 2016, Odeon/UCI had revenues of $1,142.0 million and $526.2 million, respectively. The combination of AMC and Odeon & UCI is expected to result in AMC’s operation of 632 theatres and more than 7,500 screens in eight countries.

AMC also is currently in a process to acquire US-based theatre exhibitor Carmike Cinemas, Inc. (NASDAQ: CKEC). Carmike shareholders have approved the transaction. Closing remains subject to customary conditions, including regulatory approval and is expected to be completed by the end of 2016 or early 2017.

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