AMC Theatres (AMC Entertainment Holdings, Inc.) (NYSE:AMC) (“AMC”) announced today that it has entered into a definitive agreement to acquire the largest theatre exhibitor in seven countries in the affluent northern region of Europe, Stockholm-based Nordic Cinema Group Holding AB (“Nordic”). Nordic operates 68 theatres and has a substantial minority interest (approximately a 50% ownership) in another 50 associated theatres to which Nordic provides a variety of shared services. Nordic's theatres are number one in market share in Sweden, Finland, Estonia, Latvia and Lithuania. Nordic currently is number two in market share in Norway, and with a new theatre currently under construction in Norway and scheduled to open next year, is expected to increase market share in Norway to number one as well. Nordic also has theatres in Denmark.
AMC is purchasing Nordic from European private equity firm Bridgepoint and Swedish media group Bonnier Holding in an all-cash transaction valued at SEK 8,250 million ($929 million USD)
The transaction is conditional upon antitrust clearance by the European Commission, which is expected to be received in the first half of 2017.
The Combined Company After Transaction Close
Nordic has 68 theatres, 463 screens, and approximately 68,000 seats in nearly 50 large and medium-sized cities in the Nordic and Baltic nations, and a substantial minority investment in another 50 associated theatres with 201 screens, to which Nordic provides a variety of shared services. Nordic is the largest theatre operator in the Nordic and Baltic countries. All Nordic activities are conducted locally in seven markets under several brands, including SF Bio in Sweden, SF Kino in Norway, Finnkino in Finland, and Forum Cinemas in Estonia, Latvia, and Lithuania. Additional associated theatres also operate in Denmark. Nordic had approximately SEK 2,938 billion ($349 million USD) of revenue in 2015, including box office revenues of SEK 1,928 billion ($229 million USD)2. Total revenues for the twelve month period ended September 30, 2016 were SEK 3,159 billion ($375 million USD) and Nordic operating margins for that twelve month period exceeded those of AMC.
Nordic will maintain a Stockholm headquarters location, but will operate as a subsidiary of London-based Odeon Cinemas Group, which AMC acquired in November of 2016. As of today, Odeon operates 243 theatres with 2,262 screens in the U.K., Ireland, Germany, Austria, Italy, Spain and Portugal under the Odeon, Cinesa, UCI and UCI Kinowelt brands. Odeon Cinemas has the number one market share in the U.K. & Ireland, Italy and Spain, the number two market share in Austria and Portugal and the number four market share in Germany. In total, Odeon is already Europe's largest cinema operator. When combined with Nordic, Odeon's scale and market position across Europe is expected to grow markedly, as AMC's European theatre operations will increase to 361 theatres and 2,926 screens.
Including the associated theatres, the combination with Nordic will result in AMC's hitting the never before reached milestones of 1,000 theatres and 11,000 screens in 15 countries. This will further strengthen AMC's current position of being the largest cinema operator in the United States, the largest cinema operator in Europe and the largest cinema operator in the world.
"For the third time in the past twelve months, we believe we have discovered a substantial acquisition that gives AMC yet another opportunity to further expand and diversify our geographic reach and more firmly establish AMC as the undisputed leader in movie exhibition worldwide," said AMC CEO and President Adam Aron. "It has been our observation that Nordic is extremely well-run with a modern up-to-date theatre circuit that in our opinion offers tremendous value potential for AMC over the foreseeable future. We are also excited by the growth potential of Nordic as it moves forward with 10 theatres already in development or re-development. We have been impressed with Nordic's talented leadership team, and further believe that their added expertise will be invaluable to us in helping to drive AMC's progress across Europe. AMC will bring additional efficiencies of scale and innovative strategic initiatives to the Nordic brands. At the same time, we will ensure that these theatres continue to be operated by locally-experienced theatre managers and country leadership teams who understand how to serve the communities and countries where they live and work."
"As one of the largest cinema operators in Europe, Nordic has been an industry pioneer. Working with Bridgepoint, it opened a new flagship cinema in the Stockholm region, introduced new cinema experiences to its customers such as the first Nordic IMAX theatre, three Scape premium large format screens and improved food and beverage offerings across its network. Now, as the undisputed cinema group leader in the Nordic region and the Baltics, the business is well placed for further growth under new ownership and as part of the AMC group." said Mika Herold, Director at Bridgepoint.
"AMC is the world's leading movie exhibitor and we are proud to have caught their interest. They will be a perfect owner for Nordic. They share our long and successful history and our commitment to creating best-in-class movie experiences. AMC will bring valuable resources and expertise that will enable us to continue to innovate, grow and provide our customers with even greater movie experiences," said Jan Bernhardsson, President and CEO of Nordic Cinema Group.
Approvals and Timing
The transaction already has been approved by both the Board of Directors of AMC and Nordic's ownership group. The transaction is expected to be completed before June 30, 2017 and is conditional upon antitrust clearance by the European Commission.
AMC will discuss the transaction in greater detail on a conference call and webcast at 1:15 PM CT/2:15 PM ET/8:15 PM CET on January 23, 2017. To listen to the conference call via the internet, please visit the investor relations section of the AMC website at www.amctheatres.com for a link to the webcast. Investors and interested parties should go to the website at least 15 minutes prior to the call to register, and/or download and install any necessary audio software. To access the call from the US, dial (877) 407-3982. From international locations, the conference call can be accessed at (201) 493-6780. An archive of the webcast will be available at www.investor.amctheatres.com for a limited time after the call.
About AMC Theatres
AMC is the largest movie exhibition company in the U.S., in Europe and throughout the world with approximately 900 theatres and more than 10,000 screens across the globe, prior to factoring in the Nordic acquisition. AMC has propelled innovation in the exhibition industry by: deploying more plush power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty program, web site and smart phone apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. AMC operates among the most productive theatres in the United States' top markets, having the #1 or #2 market share positions in 22 of the 25 largest metropolitan areas of the United States, including the top three markets (NY, LA, Chicago). Through its Odeon subsidiary, and again prior to the Nordic acquisition, AMC operates in seven European countries and is the # 1 theatre chain in the UK & Ireland, Italy and Spain.
About Nordic Cinema Group
Nordic Cinema Group is the largest cinema operator in the Nordic and Baltic countries, operating 68 theatres, with 463 screens and approximately 68,000 seats in almost 50 major and mid-sized cities in the region. In addition Nordic has a substantial minority investment in another 50 theatres, with 201 screens, to whom it provides a variety of shared services. Nordic operates theatres under several brands in seven markets - SF Bio in Sweden, SF Kino in Norway, Finnkino in Finland, Forum Cinemas in Estonia, Latvia and Lithuania. Additional associated theatres also operate in Denmark.
This press release includes "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "forecast," "plan," "estimate," "will," "would," "project,"
"maintain," "intend," "expect," "anticipate," "prospect,"
"strategy," "future," "likely," "may," "should," "believe,"
"continue," "opportunity," "potential," and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Similarly,
statements made herein and elsewhere regarding the completed
acquisition of Odeon & UCI Cinemas Holdings, Ltd. ("Odeon"),
and the anticipated acquisition of Nordic Cinema Group Holding AB
("Nordic") (collectively, the "acquisitions") are also
forward-looking statements, including management's statements about
effect of the acquisitions on AMC's future business, operations and
financial performance, AMC's ability to successfully integrate the
acquisitions into its operations, the anticipated closing date of
the Nordic acquisition, and the source and structure of financing
for the Nordic acquisition. These forward-looking statements are
based on information available at the time the statements are made
and/or management's good faith belief as of that time with respect
to future events, and are subject to risks, trends, uncertainties
and other facts that could cause actual performance or results to
differ materially from those expressed in or suggested by the
forward-looking statements. These risks, trends, uncertainties and
facts include, but are not limited to, risks related to: the
parties ability to satisfy closing conditions in the anticipated
time frame or at all, the impact of the terms of the regulatory
approval of the Nordic acquisition, the possibility that the Nordic
acquisition does not close, financing the Nordic acquisition and
AMC's ability to issue equity at favorable prices; AMC's ability to
realize expected benefits and synergies from the acquisitions;
AMC's effective implementation, and customer acceptance, of its
marketing strategies; disruption from the acquisitions making it
more difficult to maintain relationships with customers, employees
or suppliers; the diversion of management time on
acquisition-related issues; the negative effects of this
announcement or the consummation of the acquisitions on the market
price of AMC's common stock; unexpected costs, charges or expenses
relating to the acquisitions; unknown liabilities; litigation
and/or regulatory actions related to the acquisition; AMC's
significant indebtedness, including the indebtedness incurred to
acquire Nordic; AMC's ability to utilize net operating loss
carry-forwards to reduce future tax liability; continued
effectiveness of AMC's strategic initiatives; the impact of
governmental regulation, including anti-trust investigations
concerning potentially anticompetitive conduct, including film
clearances and participation in certain joint ventures; operating a
business in markets AMC has limited experience with; the United
Kingdom's exit from the European Union and other business effects,
including the effects of industry, market, economic, political or
regulatory conditions, future exchange or interest rates, changes
in tax laws, regulations, rates and policies; and risks, trends,
uncertainties and other facts discussed in the reports AMC has
filed with the SEC. Should one or more of these risks, trends,
uncertainties or facts materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by the forward-looking
statements contained herein. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date they are made. Forward-looking statements
should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of the times at,
or by, which such performance or results will be achieved. For a
detailed discussion of risks, trends and uncertainties facing AMC,
see the section entitled "Risk Factors" in AMC's Annual Report on
Form 10-K, filed with the SEC on March 8, 2016, and Forms 10-Q
filed August 1, 2016 and November 9, 2016, and the risks identified
in the Form 8-K filed October 24, 2016, and the risks, trends and
uncertainties identified in its other public filings. AMC does not
intend, and undertakes no duty, to update any information contained
herein to reflect future events or circumstances, except as
required by applicable law.
 SEK amounts have been converted to U.S. dollars at a
rate of SEK 8.879 = U.S. $1.00, which was the exchange rate on
 SEK amounts have been converted to U.S. dollars at a rate of SEK 8.430 = U.S. $1.00, which was the average exchange rate for 2015
 SEK amounts have been converted to U.S. dollars at a
rate of SEK 8.420 = U.S. $1.00, which was the average exchange rate
for the twelve month period ended 9/30/16
For all press enquiries, contact James Murray on +44 (0) 20 7034 3555