On May 30, 2018, the Honorable Alison J. Nathan, of the United States District Court for the Southern District of New York, appointed Lead Plaintiff and approved the selection of Shepherd, Finkelman, Miller & Shah, LLP as Lead Counsel in a securities class action captioned, Hawaii Structural Ironworkers Pension Trust Fund, Individually and on Behalf of All Others Similarly Situated v. AMC Entertainment Holdings, Inc., et al. This litigation was filed against AMC Entertainment Holdings, Inc. (“AMC” or the “Company”) and other (“Defendants”) on behalf of all purchasers of AMC Class A common shares in the Company’s secondary public offering on or about February 8, 2017 (the “SPO”), as well as on behalf of all purchasers of AMC common stock between December 20, 2016 and August 1, 2017, inclusive (the “Class Period”).
Among other things, the Complaint asserts that, during the Class Period, Defendants failed to disclose events and uncertainties associated with AMC and the outcome regarding its merger with Carmike Cinemas, Inc. (“Carmike”), as well as the international operations within the Company’s Form-S Shelf Registration Statement (“registration statement”) filed with the SEC. Plaintiffs allege this is a violation of the Securities Act and its disclosure obligations within, which violations were known to Defendants prior to the SPO and were reasonably likely to have a material effect on the future operating results or future financial condition of AMC.
On December 20, 2016, approximately one and one-half months prior to the SPO, AMC conducted a conference call to discuss its acquisition of Carmike with analysts and investors. During the call, Defendants told investors that, by December 20, 2016, AMC had had “plenty of time to look at… Carmike” and enough time to understand and analyze its operations, including, among other things, the customer visitation-related data associated with the Carmike theaters.
Approximately eight months after the conference call (and six months after the SPO), AMC held another conference call with its analysts and investors to discuss fiscal 2017’s second quarter operating results, which ended on June 30, 2017. On this call, Defendants disclosed that after Carmike had entered into the merger agreement with AMC in March 2016, it ceased to make necessary investments in its business, which caused it to experience a significant loss in market share.
Among other things, AMC’s registration statement for the SPO was inaccurate and contained untrue statements of material fact, and/or omitted to state material facts required to be stated therein, and, as a result, at the time of the filing of the complaint, AMC common shares were trading at approximately $14 per share, less than half of the SPO price of $31.50 per share, which is alleged to be a direct result of the omitted analysis and information in the registration statement.