AMC Mergers and Acquisitions Presentation Deck
Situation Update
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AMC has raised its offer price to $33.06 per Carmike share
✓ Shareholders can elect to receive $33.06 in cash or 1.0819 AMC shares per Carmike share
✓ Subject to proration such that the aggregate consideration is 70% in cash and 30% in AMC stock
✓ 32% premium to Carmike's unaffected share price (1)
✓9.2x Enterprise Value / LTM Adj. EBITDA purchase multiple (2) which is a premium to AMC's multiple
Revised offer is responsive to feedback from Carmike shareholders and the proxy advisory firms (ISS and Glass
Lewis)
✓ Increased offer value by $3.06 per share or 10.2%
✓ Carmike shareholders receive approximately 7.4% (3) of the largest theatre company in the world which allows:
Participation in future upside associated with rollout of AMC's strategic growth initiatives
Receipt of AMC's quarterly dividend which is expected to be maintained
✓ New valuation represents a premium to the US public comps and precedent Carmike transactions
AMC and Carmike have signed an amended merger agreement on the revised offer terms
✓ Carmike Board has recommended the offer
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The rationale to acquire Carmike continues to be valid and the updated structure remains attractive to AMC
shareholders
✓ Creates a larger system of theatres nationwide
✓ Provides an opportunity to roll-out AMC's guest-friendly movie going initiatives across a broader network of
theaters
✓ Expects cost efficiencies and synergies
✓ Issuance of equity reduces financial leverage and financing costs
The revised offer represents AMC's "best and final" offer for Carmike
Note: Because the exchange ratio is fixed and the market value of AMC stock will fluctuate, the actual value of the merger consideration will fluctuate.
(1) As of March 3, 2016.
(2) As of March 31, 2016. Net of stock based compensation ("SBC") and M&A expenses.
(3) Assumes AMC / Odeon transaction closes based on current FX and AMC stock price.
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