CENTENNIAL, Colo.--(BUSINESS WIRE)--
National CineMedia, Inc. (NASDAQ:NCMI) ("NCM") was informed today that
the Department of Justice (DOJ) has announced a proposed settlement with
AMC Entertainment Holdings Inc., which, if finalized, will enable AMC to
complete its acquisition of Carmike Cinemas. AMC is a founding member of
National CineMedia, LLC ("NCM LLC").
Under the terms of the proposed settlement, which are set forth in a proposed
final judgment filed today in federal court in Washington, DC, and
summarized in a press
release issued earlier today by the DOJ, AMC must take certain
actions to enable it to complete its acquisition of Carmike Cinemas,
including divest, by February 18, 2017, movie theatres (and certain
related assets) in the 15 local markets where AMC and Carmike are direct
competitors to one or more acquirers acceptable to the DOJ; establish
firewalls to ensure that it does not obtain NCM's, Screenvision's, or
other movie exhibitors' competitively sensitive information; relinquish
its seats on NCM's Board of Directors and all other NCM governance
rights; and transfer, by February 18, 2017, 24 theaters comprising 384
screens (which represents less than 2% of NCM's total network) to the
Screenvision network (theaters include five Sundance Cinemas that
currently do not have advertising and an additional 19 other AMC
theaters). The proposed settlement agreement also requires AMC to divest
the majority of its equity interests in NCMI and NCM LLC (together,
"NCM") so that by June 20, 2019, it owns no more than 4.99 percent of
NCM's outstanding equity interests per the following schedule: (i) on or
before December 20, 2017, AMC must own no more than 15% of NCM's
outstanding equity interests; (ii) on or before December 20, 2018, AMC
must own no more than 7.5% of NCM's outstanding equity interests; and
(iii) on or before June 20, 2019, AMC must own no more than 4.99% of
NCM's outstanding equity interests.
In addition, in accordance with the terms of the proposed settlement,
effective today, December 20, 2016, Craig R. Ramsey, executive vice
president and chief financial officer of AMC Entertainment Inc.,
resigned his position as a member of the Board of Directors of National
CineMedia, Inc.
Andy England, CEO of National CineMedia (NCM), noted, "It is business as
usual here at NCM. We continue to operate under our governing documents
with AMC, and we look forward to benefiting from the future growth of
the larger AMC/Carmike entity under our long-term Exhibitor Services
Agreement (ESA) as new theaters are built or acquired. As AMC CEO Adam
Aron mentioned earlier today on the AMC
investor call, AMC will be working closely with NCM to astutely
manage this transition over the coming months in a way that preserves
value for both NCM and AMC. To that end, in anticipation of an agreement
between AMC and the DOJ, NCM's Board of Directors had previously
established a committee of independent Directors tasked with evaluating
any proposals made by AMC to ensure that all agreements reached are in
the best interest of NCM shareholders."
About National CineMedia (NCM)
National CineMedia (NCM) is America's Movie Network. As the #1 weekend
network in the U.S., NCM is the connector between brands and movie
audiences. More than 700 million moviegoers annually attend theaters
that are currently under contract to present NCM's FirstLook pre-show in
over 40 leading national and regional theater circuits including AMC
Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK) and
Regal Entertainment Group (NYSE:RGC). NCM's cinema advertising network
offers broad reach and unparalleled audience engagement with nearly
20,500 screens in over 1,600 theaters in 187 Designated Market Areas®
(49 of the top 50). NCM Digital goes beyond the big screen, extending
in-theater campaigns into online and mobile marketing programs to reach
entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI) owns a
43.6% interest in, and is the managing member of, National CineMedia,
LLC. For more information, visit www.ncm.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161220006151/en/
National CineMedia, Inc.
INVESTOR CONTACT:
Katherine
Scherping, 800-844-0935
investors@ncm.com
or
MEDIA
CONTACT:
Amy Jane Finnerty, 212-931-8117
amy.finnerty@ncm.com
Source: National CineMedia, Inc.
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