Leawood, Kan. — AMC Theatres (NYSE: AMC) has entered into a definitive agreement to acquire the largest theatre exhibitor in Europe, London-based Odeon & UCI Cinemas Group, from private equity firm Terra Firma in a transaction valued at approximately £921 million or $1.2 billion.
The transaction is comprised of roughly £500 million or roughly $665 million for the equity — 75 percent of which is in cash, and 25 percent of which is stock consideration — and the assumption of £407 million or roughly $542 million worth of net debt. The transaction is conditional upon antitrust clearance by the European Commission, and is subject to consultation with the European Works.
With 242 theatres and 2,236 screens, Odeon & UCI is currently the number one theatre operator in Europe. The combination of AMC and Odeon & UCI will result in AMC’s operation of 627 theatres and more than 7,600 screens in eight countries, making AMC the largest movie theatre operator in the world.
AMC is also currently in a process to acquire Carmike Cinemas (NASDAQ: CKEC). AMC will continue to be headquartered in Leawood, Kansas, and Odeon & UCI will continue to be headquartered in London, and will operate as a subsidiary of AMC.
Citi is serving as financial advisor to AMC. Pinsent Masons LLP, Husch Blackwell LLP and Weil, Gotshal & Manges LLP are serving as AMC’s lead legal advisors. Goldman Sachs International is serving as financial advisor to Terra Firma and Odeon & UCI. Gibson, Dunn & Crutcher LLP are serving as lead legal advisors to Terra Firma and Odeon & UCI.