 |
 |
 |
 |
 |
 |
||
|
|
||
JPMorgan Partners and Apollo Management to Sponsor Acquisition of AMC Entertainment Inc.AMC Shareholders to Receive $19.50 in Cash for Each Share of Common Stock Transaction Valued at $2.0 Billion July 22, 2004 -- AMC Entertainment Inc. ("AMC")(AMEX: AEN), one of the world's leading theatrical exhibition companies, today announced that its board of directors has approved a definitive merger agreement pursuant to which AMC will be acquired by Marquee Holdings Inc., an investment vehicle owned by JPMorgan Partners ("JPMP"), the private equity arm of JPMorgan Chase & Co. (NYSE: JPM), and Apollo Management, L.P. ("Apollo"), a private investment firm. JPMP will own approximately 50.1% of the Company following the transaction. Under the terms of the agreement, Apollo will re-invest a substantial portion of its current equity holdings in the Company for approximately 49.9% of the equity in the Company. The total value of the transaction is $2.0 billion ($1.67 billion in equity and the assumption of $748 million in debt less $399 million in cash and equivalents). Upon consummation of the merger, all AMC common shareholders will receive $19.50 per share in cash, which represents a premium of more than 37% over AMC's unaffected common stock price at the close on July 19, 2004. Holders of the Company's Class B Stock and Series A Convertible Preferred Stock (the "Preferred Stock") will also receive, on an as-converted basis, $19.50 per share in cash pursuant to the terms of each security. The Company entered into the merger agreement based on the recommendation by a special committee comprised of the independent directors of the Company's board of directors (the "Independent Committee"). Lazard acted as financial advisor to the Independent Committee, and Goldman, Sachs & Co. acted as financial advisor to the Company's board of directors. Under separate agreements, and subject to the terms and conditions contained therein, Apollo and the Durwood Voting Trust, two significant shareholders of the Company, have agreed to support the transaction. Members of AMC's existing senior management team will retain their current positions after the transaction closes. The closing of the transaction is subject to certain terms and conditions customary for transactions of this type, including receipt of shareholder and regulatory approvals and the completion of financing. The Company will solicit shareholder approval by means of a proxy statement, which will be mailed to AMC shareholders upon the completion of the required Securities and Exchange Commission filing and review process. The parties currently anticipate consummating the transaction early in the fourth calendar quarter of 2004. The equity financing necessary for the transaction has been fully committed by JPMP and Apollo, and the debt financing necessary for the transaction has been fully committed by JPMorgan Chase & Co. and Citigroup. Upon completion of the transaction, AMC will become a privately held company and its common stock will no longer be traded on the American Stock Exchange. Lazard served as financial advisor to the Independent Committee, and Polsinelli Shalton Welte Suelthaus and Richards, Layton and Finger, P.A. served as legal counsel to the Independent Committee. Goldman, Sachs & Co. served as financial advisor to the Company and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to the Company. JPMorgan Securities Inc. advised Marquee Holdings Inc. on the transaction. Citigroup Global Markets Inc. served as financial advisor to Apollo. Latham & Watkins LLP served as legal counsel to JPMP and Wachtell, Lipton, Rosen & Katz served as legal counsel to Apollo. *This information is not intended as an offer or solicitation for the purpose or sale of any financial instrument. JPMorgan Partners, LLC is a Registered Investment Adviser with Securities and Exchange Commission ("SEC"). Back to Press Releases |
||
|
|
||
|
The historical information presented may reflect the activities of the professionals of CCMP Capital Advisors, LLC (together with its affiliates, “CCMP Capital”) while they were members of J.P. Morgan Partners, LLC ("JPMP"), a private equity division of JPMorgan Chase & Co. prior to CCMP Capital's commencing operations. Nothing contained herein constitutes an offer to sell or a solicitation of an offer to purchase any investments or securities of any investment vehicles. © 2008 CCMP CAPITAL ADVISORS, LLC. All rights reserved. |
||
 |
|
|