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AMC, Carmike Cinemas agree to revised offer of $1.2B

As expected, AMC Entertainment Holdings Inc. updated its to acquire in acash-and-stock deal valued at about $1.2 billion.

Under the revised offer, which AMC termed as its "bestand final" offer, the company has offered to acquire all outstandingshares of Carmike Cinemas for $33.06 per share, up $3.06 per share or 10.2%from the previous offer. The revised offer, which includes the assumptionof Carmike's net debt, represents an estimated 32% premium to Carmike's March 3closing stock price.

Carmike stockholders have an option to elect to receive$33.06 in cash or 1.0819 AMC shares per Carmike share, subject to a customaryproration mechanism to achieve an aggregate consideration mix of 70% cash and30% in shares of AMC stock. Boards of both companies have approved the amendedand restated merger agreement, and the deal is expected to close at the end of2016, subject to customary closing conditions, including regulatory approvaland approval by Carmike's shareholders, the companies said July 25.

Further, Carmike recommended that its shareholders approvethe deal, and plans to adjourn the special meeting of stockholders scheduled toreconvene on July 25.

The combined company, which will be headquartered inLeawood, Kan., will be led by Adam Aron, currently president and CEO of AMC, asCEO and president. Additionally, Craig Ramsey will serve as executive vicepresident and CFO. The transaction is also expected to result in annual costsynergies of roughly $35 million.

The transaction, which has fully committed financing inplace, will be funded via a combination of existing liquidity, including cashon hand, incremental debt, and equity issuance. Citigroup Global Markets Inc.provided the debt financing commitment.

Citi is the exclusive financial adviser to AMC, while HuschBlackwell LLP is serving as AMC's lead legal adviser. J.P. Morgan SecuritiesLLC is serving as exclusive financial adviser and provided a fairness opinionto Carmike. King & Spalding LLP is acting as legal counsel to Carmike.

The deal comes after AMC in June said its planned purchaseof Carmike Cinemas was at "considerable risk." AMCrecently agreed toacquireLondon-based Odeon & UCI Cinemas Group from investment firm Terra FirmaCapital Partners Ltd. for about £921 million.