PRESS RELEASE
LEAWOOD, Kan.–(BUSINESS WIRE)– AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (“AMC”) and Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”) today announced that (i) the election deadline for holders of Carmike common stock to elect the form of consideration they wish to receive in connection with the merger of Carmike with and into an indirect wholly owned subsidiary of AMC (“Merger”) is 5:00 p.m. Eastern Time, on December 14, 2016 (the “Common Stock Election Deadline”) and (ii) the election deadline for holders of Carmike common stock acquired pursuant to Carmike’s Employee Stock Purchase Plan and/or held in a Carmike managed brokerage account and holders of Carmike equity awards (collectively, the “Equity Award Holders”) is 5:00 p.m. Eastern Time, on December 9, 2016 (the “Equity Award Election Deadline”). The Common Stock Election Deadline and the Equity Award Election Deadline may be extended, in which case AMC and Carmike will announce the new deadline(s) by issuing a press release, filing a Form 8-K with the Securities and Exchange Commission (the “SEC”), and publishing the new deadline(s) on their websites. Carmike stockholders who hold shares through a bank, broker, trust company, or other nominee may have an earlier election deadline and should carefully review any instructions received from their bank, broker, trust company, or other nominee.
The Common Stock Election Form and Letter of Transmittal necessary for Carmike stockholders to make an election for their Merger consideration was mailed on October 31, 2016. The Equity Award Election Form and Letter of Transmittal necessary for Equity Award Holders to make an election for their Merger consideration was mailed on November 7, 2016. To make an election, holders of Carmike common stock and Equity Award Holders must deliver to Computershare Trust Company, N.A., the exchange agent for the transaction, prior to the respective Common Stock Election Deadline and Equity Award Election Deadline, a properly completed Common Stock Election Form and Letter of Transmittal or Equity Award Election Form and Letter of Transmittal, as applicable. Additional copies of these forms may be obtained by contacting Georgeson Inc., the information agent, at 866-695-6078 (toll-free).
As previously announced, and in accordance with the terms of the amended and restated merger agreement entered into on July 24, 2016 (the “Merger Agreement”), Carmike stockholders and Equity Award Holders are entitled to receive either (i) $33.06 in cash, without interest or (ii) 1.0819 shares of AMC Class A common stock for each share of Carmike common stock held (the “Per Share Merger Consideration”). As described in the Merger Agreement, after the elections are made, the final Per Share Merger Consideration delivered to the Carmike stockholders and Equity Award Holders will be subject to proration so that 70% of the total shares held by all Carmike stockholders will be converted into cash and 30% of the total shares held by all Carmike stockholders will be converted into shares of AMC Class A common stock. Carmike stockholders and Equity Award Holders who fail to properly make an election by the applicable Common Stock Election Deadline or Equity Award Election Deadline will be entitled to receive Per Share Merger Consideration as determined according to the allocation and proration procedures described in the Merger Agreement and the Registration Statement on Form S-4 filed in connection with the Merger (the “Registration Statement”) and other election materials filed by AMC and Carmike with the SEC or delivered to Carmike stockholders and Equity Award Holders. Therefore, there is no assurance that Carmike stockholders or Equity Award Holders will receive their election choices.
Carmike stockholders and Equity Award Holders should carefully read the Registration Statement and any other materials filed by AMC and Carmike with the SEC or delivered by AMC or Carmike before making their election. Carmike stockholders and Equity Award Holders who have questions regarding the election procedures or who wish to obtain copies of the Registration Statement and the other election materials, may contact Georgeson Inc., the information agent, at 866-695-6078 (toll-free).
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