LEAWOOD, KAN. — AMC Theatres (NYSE: AMC) has entered into a definitive agreement to acquire the largest theater exhibitor in Europe, London-based Odeon & UCI Cinemas Group, from private equity firm Terra Firma. The transaction is 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. The deal also includes the assumption of £407 million, or roughly $542 million, worth of net debt. The transaction is contingent upon antitrust clearance by the European Commission and is subject to consultation with the European Works.
With 242 theaters and 2,236 screens, Odeon & UCI is currently the number one theater operator in Europe. The combination of AMC and Odeon & UCI will result in AMC’s operation of 627 theaters and more than 7,600 screens in eight countries, making AMC the largest movie theater 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, 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.