Carmike Investor Calls AMC Entertainment’s Deal Claims “Laughable”

Carmike Cinema’s No. 2 shareholder says it remains opposed to AMC Entertainment’s $1.1 billion (including debt) takeover offer — and urges fellow investors to also hold out for a higher price.

Carmike postponed a shareholder vote on the deal scheduled for this morning. AMC released a statement saying it’s not prepared to offer more, and might walk if the proposal is defeated at the rescheduled meeting on July 15.

That’s “implicit confirmation that Carmike’s shareholders overwhelmingly oppose” the $30 per share offer, says investment firm Mittleman Brothers, which owns 9.6% of the exhibition company’s votes.

A union would turn AMC, controlled by China’s Wanda Group, into the world’s largest exhibition chain.

“Carmike’s shareholders have had more than enough time to consider AMC’s offer, with 88 days having passed since the deal was first announced on March 3, 2016,” Mittleman says in a statement. “Carmike’s Board took only 57 days to negotiate and approve this low-ball offer.”

The firm also slammed Carmike for amending its by-laws yesterday “to potentially permit further delays” — which it calls “unconscionable.”

“Despite AMC’s laughable assertions to the contrary, even a $40 per share valuation of [Carmike], in any combination of cash and/or AMC stock, would still be immensely accretive to AMC’s intrinsic value per share, and for AMC to imply otherwise, is a misleading statement,” Mittleman says.

The No. 4 theater chain “has out-performed its peer group over the past seven years under current management, in sales, EBITDA, attendance, and concessions growth.” But the cash offer means Carmike investors wouldn’t benefit from the immense synergy value that AMC would solely retain in this unusually rare consolidation opportunity pairing the second and fourth largest movie theaters chains in the U.S.”

Carmike shares declined 1.2% today to $30.12 after it postponed today’s vote. AMC was up less than 1%.