About $2B in the purchase price comes from Wanda’s assumption of AMC’s debt, I’m told. The deal is expected to close in a few months after it’s approved by anti-trust officials and the federal Committee on Foreign Investment in the United States. In the meantime, AMC will keep alive its application at the SEC to go public — even though the company has done little to move it along. Wanda sees its acquisition of AMC as an opportunity to secure a foothold in the U.S., learn industry best practices, and strengthen its relationship with IMAX. The deal calls for AMC management to remain in charge of the U.S. operation at the company headquarters in Kansas City. Wanda’s deep pockets also should enable debt-laden AMC to make needed renovations, and possibly give it the ability to acquire theaters.
Here’s the announcement:
BEIJING, China and KANSAS CITY, Mo., May 20, 2012 — Dalian Wanda Group Co., Ltd. (“Wanda”), a leading Chinese private conglomerate and China’s largest investor in cultural and entertainment activities, and AMC Entertainment Holdings, Inc. (“AMC”), a preeminent U.S. movie exhibitor, today announced that they have signed an agreement under which Wanda will acquire AMC, creating the world’s largest cinema owner. The transaction is valued at approximately US$2.6 billion.
Wang Jianlin, Chairman and President of Wanda, said, “This acquisition will help make Wanda a truly global cinema owner, with theatres and technology that enhance the movie-going experience for audiences in the world’s two largest movie markets. Wanda has a deep commitment to investing in the entertainment business and is already the largest in this sector in China, with more than US$1.6 billion invested in cultural and entertainment activities since 2005. We share with AMC a passion for the growth of the worldwide movie industry. We look forward to partnering with AMC’s management team and employees to build on the many strengths of the company.”
Gerry Lopez, Chief Executive Officer and President of AMC, said, “As the film and exhibition business continues its global expansion, the time has never been more opportune to welcome the enthusiastic support of our new owners. Wanda and AMC are both dedicated to providing our customers with a premier entertainment experience and state-of-the-art amenities and share corporate cultures focused on strategic growth and innovation. With Wanda as its partner, AMC will continue to seek out new ways to expand and invest in the movie-going experience.”
As part of the transaction, Wanda intends to invest up to an additional US$500 million in AMC over time to fund AMC’s strategic and operating initiatives. Wanda has reached an agreement to secure the employment of AMC’s management team. AMC currently has approximately 18,500 employees. The transaction is not expected to have an impact on employee levels at AMC. AMC’s headquarters will remain in the Kansas City metropolitan area and day-to-day operations, including the process for film programming, will remain unchanged.
Wanda is a private conglomerate operating solely in China, with US$16.7 billion in annual revenue and US$35 billion in assets, that focuses on five major areas, including commercial properties, luxury hotels, tourism investment, department stores and cultural businesses. Its portfolio includes 86 theatres and a total of 730 screens as well as large-scale stage show, film production and distribution, entertainment chains and Chinese calligraphy and painting collections.
AMC operates 346 multiplex theatres mostly located in major metropolitan markets in North America, and a total of 5,034 screens, including 2,336 3-D screens and 128 IMAX screens, making it the world’s largest operator of IMAX screens. Approximately 200 million people watched movies in AMC theatres in 2011. Privately held AMC’s ownership group includes Apollo Global Management, Bain Capital, the Carlyle Group, CCMP Capital Advisors and Spectrum Equity Investors. Upon closing of the transaction, AMC will become a wholly owned subsidiary of Wanda.
Wanda has provided to AMC financing commitments to fully finance the transaction. The consummation of the transaction is subject to customary closing conditions and the receipt of U.S. and China regulatory approvals.
In connection with this transaction, Ernst & Young LLP has served as advisor and Davis, Polk & Wardwell LLP has served as legal counsel to Wanda; Citigroup Global Markets Inc. has served as financial advisor and Weil, Gotshal & Manges LLP has served as legal counsel to AMC.