Carmike stockholders approved the amended and restated merger agreement with AMC Theatres. 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 or 1.0819 shares of AMC Class A common stock 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.