UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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x | Soliciting Materials Pursuant to § 240.14a-12 |
CARMIKE CINEMAS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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The following communication was prepared for use by Carmike Cinemas, Inc., a Delaware corporation (Carmike) in connection with the proposed acquisition of the Company pursuant to the terms of the Agreement and Plan of Merger, dated March 3, 2016, by and among Carmike, AMC Entertainment Holdings, Inc. and Congress Merger Subsidiary, Inc.
Carmike Cinemas Issues Statement
COLUMBUS, Georgia March 8, 2016 Carmike Cinemas, Inc. (NASDAQ: CKEC) today issued the following statement regarding its previously announced definitive merger agreement with AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE: AMC) (AMC):
The Carmike Board of Directors unanimously determined that AMCs offer is in the best interest of Carmikes shareholders. The Board made this determination after thoughtful consideration of the options available to the Company, including the level of interest from other third parties and the value potential of Carmikes standalone plan. Carmike did not receive any offers that provided greater value than AMCs $30 per share offer. We look forward to talking more with Carmike shareholders about the Boards determination.
J.P. Morgan Securities LLC is serving as exclusive financial advisor and provided a fairness opinion to Carmike in connection with the AMC definitive merger agreement. King & Spalding LLP is acting as legal counsel to Carmike.
About Carmike Cinemas
Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and alternative programming and is one of the nations largest motion picture exhibitors. Carmike has 276 theatres with 2,954 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 Americas Hometown Theatre Chain Carmikes primary focus is mid-sized communities. Visit www.carmike.com for more information.
Important Additional Information Regarding the Merger Will Be Filed With The SEC
This press release may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed merger, Carmike Cinemas, Inc. (Carmike) will file with the Securities and Exchange Commission (the SEC) and furnish to its stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, CARMIKES STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Carmikes stockholders will be able to obtain a free copy of the proxy statement, when available, and other relevant documents filed by Carmike with the SEC at the SECs website at www.sec.gov. In addition, Carmikes stockholders may obtain a free copy of the proxy statement, when available, and other relevant documents from Carmikes website at http://www.carmikeinvestors.com/.
Participants in the Solicitation
Carmike and its directors, executive officers and certain other members of management and employees of Carmike may be deemed to be participants in the solicitation of proxies from Carmikes stockholders in connection with the proposed merger. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of Carmikes stockholders in connection with the proposed merger, which may be different than those of Carmikes stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. Carmike stockholders can find information about Carmike and its directors and executive officers and their ownership of Carmikes common stock in Carmikes annual report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 29, 2016, and in its definitive proxy statement for its most recent annual meeting of stockholders, which was filed with the SEC on April 17, 2015, and in Forms 4 of directors and executive officers filed with the SEC. Additional information regarding the interests of such individuals in the proposed merger will be included in the proxy statement relating to the proposed merger when it is filed with the SEC. These documents may be obtained free of charge from the SECs website at www.sec.gov and Carmikes website at www.carmikeinvestors.com.
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 our 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 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 our 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 merger agreement with AMC; 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 Carmikes 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 merger agreement with AMC, or the failure of the proposed merger to close for any other reason; risks related to disruption of managements attention from Carmikes 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 merger agreement with AMC; 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 Carmikes business segments; general economic conditions in Carmikes regional and national markets; Carmikes ability to comply with covenants contained in the agreements governing Carmikes indebtedness; Carmikes 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; Carmikes ability to meet its contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in Carmikes markets; competition in Carmikes markets; competition with other forms of entertainment; the effect of Carmikes 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 Carmikes 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 Carmikes Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 29, 2016, under the heading Item 1A. Risk Factors, and in its 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 news 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.
Carmike Contacts
Investor Relations:
Richard B. Hare, 706-576-3416
Chief Financial Officer
or
Innisfree M&A
Arthur Crozier or Larry Miller
212-750-5833
info@innisfreema.com
Media Contacts:
Joele Frank, Wilkinson Brimmer Katcher
Barrett Golden or Mahmoud Siddig
212-355-4449