AMC Entertainment Holdings, controlled by China’s richest man, agreed to buy Carmike Cinemas in a $1.1 billion all-cash deal that would create the world’s largest cinema chain and extend Chinese influence in the movie industry.
AMC, majority owned by billionaire Wang Jianlin’s Dalian Wanda Group Co., will pay $30 a share for Carmike, a 19 percent premium over its closing stock price Thursday, according to a statement from the companies. The agreement, which requires government review, combines the second- and fourth-biggest U.S. movie theater chains and vaults the resulting entity past Regal Entertainment Group.
Exhibitors have been investing heavily in their chains, competing for fans with bigger screens and luxury seating. U.S. ticket sales, while rising to a record $11.1 billion in 2015, are little changed in recent years. China, the second-largest movie market, is growing fast and is poised to pass the United States.
AMC chief executive Adam Aron said Thursday he began pursuing Carmike almost immediately after becoming CEO in January.
“I called the CEO of Carmike on my first week of the job,” he said. “We had dinner on the third week. There was no reason to go slow. There is an old adage, ‘Time is the enemy of all deals.’ ”
Dalian Wanda Group was not directly involved in talks, Aron said. The parent company greenlighted his plan to grow through acquisitions and was “enthusiastic,” he added.
AMC’s offer is low on a per-screen basis, and Carmike could attract a counterbidder such as Regal Entertainment, according to Eric Wold, a B. Riley & Co. analyst who was recommending all three stocks. Carmike recently came under pressure from the activist investor Oasis Management.
“We think we did get an attractive price for Carmike,” Aron said. “We’re quite comfortable that when all this shakes out, we will be the owner of Carmike Cinemas.”
Together, AMC and Carmike would have more than 600 locations in 45 states across the country, including the District of Columbia, according to the companies’ joint statement. Regulators may require some divestitures, Carmike’s chief executive David Passman said in an interview, adding that the talks had been going on for a few weeks.
“This is a compelling transaction that brings together two great companies with complementary strengths to create substantial value for our guests and shareholders,” Aron said in the statement. The companies said the deal would generate $35 million in cost savings annually.
While some theater sales may be necessary, Aron said the two circuits “were quite complementary,” with AMC in urban markets and Carmike having a larger presence in smaller cities.
“We have a pretty solid understanding of what the Justice Department is interested in,” Aron said in his interview Friday. Together, the companies’ market share, at about 23 percent, is “not the kind of market share that scares anyone.”
The combined company will be run by Aron, who was appointed on Jan. 4, and will keep its headquarters in Leawood, Kan., according to the statement. The transaction was approved by both boards and is expected to close by year end.
According to the deal terms, AMC would have to pay Carmike a reverse breakup fee of $50 million if the Justice Department blocks the acquisition. Carmike would pay $30 million if it walks away from the deal.
The deal helps Wang achieve his goal of controlling 20 percent of the global film market by 2020. AMC operates 5,426 screens, according to its latest earnings release, while Carmike had 2,954. Regal closed out 2015 with 7,361 screens.
Wang’s Dalian Wanda Group, a real estate-to-entertainment conglomerate, acquired AMC Entertainment in 2012 for $2.6 billion including debt. The theater chain went public in December 2013.
— Bloomberg News