K-9 Acquisition, Inc., an affiliate of Apollo Global Management
(NYSE: APO), and Great Wolf Resorts, Inc. (NASDAQ: WOLF) announced
today that they have further amended their previously announced
merger agreement to provide for Apollo to increase its offer to
acquire Great Wolf from $7.00 per share in cash to $7.85 per share
in cash.
The $7.85 offer price represents a premium of 171% to the
six-month average of Great Wolf’s share price prior to the
announcement of Apollo’s original offer (March 12, 2012), a premium
of 136% over the ninety-day average of Great Wolf’s share price
prior to the announcement of the original offer and a premium of
87% over Great Wolf’s closing stock price on the day prior to the
announcement of the original offer.
The further increased offer from Apollo was unanimously approved
by the Great Wolf board of directors, as Great Wolf’s board
believes that Apollo’s increased offer is in the best interest of
all shareholders. The board has determined to recommend that Great
Wolf shareholders tender their shares into Apollo’s revised tender
offer, which will be extended to 9:00 a.m., New York City time, on
Friday, May 4, 2012.
Great Wolf’s approval of a further increased offer from Apollo
came after Great Wolf received a committed offer from affiliates of
KSL Capital Partners on April 18, 2012, proposing to acquire Great
Wolf for $7.25 per share in cash, subject to the terms and
conditions of the merger agreement provided with the offer. In
connection with the $7.85 per share offer from Apollo, the Great
Wolf board determined that the KSL offer no longer constituted a
“Superior Proposal” as defined in the Agreement and Plan of Merger,
dated March 12, 2012, as amended on April 6, 2012, April 18, 2012,
and as further amended on April 20, 2012, between Great Wolf and
affiliates of Apollo. The Great Wolf board of directors has
therefore determined not to proceed with its consideration and
evaluation of the KSL offer.
In connection with the increased offer, Great Wolf has agreed to
increase the termination fee and expense reimbursement payable to
Apollo in certain circumstances from a total of up to $9.33 million
to a total of up to $10.47 million.
A complete description of the terms of the merger agreement
amendment and reasons for the board’s recommendation will be
provided in an amended solicitation/recommendation statement on
Schedule 14D-9, which Great Wolf will file with the Securities and
Exchange Commission (the “SEC”) with respect to the increased
offer.
The depositary for the tender offer has informed Apollo that, as
of 5:00 p.m. on Thursday, April 19, 2012, 3,400,284 shares
have been validly tendered and not validly withdrawn.
Great Wolf stockholders who have already tendered their shares
will receive the benefit of the $7.85 per share price and need not
take any action in order to do so. Stockholders that wish to tender
their shares should contact their broker or MacKenzie Partners,
Inc. at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Any
persons with questions regarding the offer should contact MacKenzie
Partners at the above numbers or the dealer manager, UBS Investment
Bank, at (212) 821-6071 (collect) or (855) 565-0223 (toll free).
Copies of the offering document may also be obtained from MacKenzie
Partners, Inc.
Deutsche Bank Securities Inc. is serving as financial advisor to
the Great Wolf, and Paul, Weiss, Rifkind, Wharton & Garrison
LLP and Young Conaway Stargatt & Taylor, LLP are serving as
Great Wolf’s legal advisors. Morgan Stanley & Co. LLC, UBS
Investment Bank and Nomura Securities International, Inc. are
serving as financial advisors to Apollo, and Akin, Gump, Strauss,
Hauer & Feld LLP is serving as Apollo’s legal advisor.
About Apollo Global Management
Apollo (NYSE: APO) is a leading global alternative investment
manager with offices in New York, Los Angeles, Houston, London,
Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had
assets under management of more than $75 billion as of December 31,
2011, in private equity, credit-oriented capital markets and real
estate funds invested across a core group of nine industries where
Apollo has considerable knowledge and resources. For more
information about Apollo, please visit http://www.agm.com.
About Great Wolf Resorts, Inc.
Great Wolf Resorts, Inc.® (NASDAQ: WOLF), Madison, Wis., is
North America’s largest family of indoor waterpark resorts, and,
through its subsidiaries and affiliates, owns and operates its
family resorts under the Great Wolf Lodge® brand. Great Wolf
Resorts is a fully integrated resort company with Great Wolf Lodge
locations in: Wisconsin Dells, Wis.; Sandusky, Ohio; Traverse City,
Mich.; Kansas City, Kan.; Williamsburg, Va.; the Pocono Mountains,
Pa.; Niagara Falls, Ontario; Mason, Ohio; Grapevine, Texas; Grand
Mound, Wash.; and Concord, N.C. Great Wolf’s consolidated
subsidiary, Creative Kingdoms, LLC, is a developer and operator of
technology-based, interactive quest adventure experiences such as
MagiQuest®. Additional information may be found on Great Wolf’s
website at http://www.greatwolf.com.
Additional Information and Where to Find It
The description contained herein is not an offer to buy or the
solicitation of an offer to sell securities. The Apollo tender
offer described herein will not be made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such offer or solicitation under applicable state or foreign
securities or “blue sky” laws. The Apollo tender offer is being
made pursuant to a tender offer statement on Schedule TO filed by
affiliates of Apollo Global Management, LLC with the SEC on
March 13, 2012 as subsequently supplemented and amended. Great
Wolf filed a solicitation/recommendation statement on Schedule
14D-9 with respect to the Apollo tender offer with the SEC on
March 13, 2012, which has been subsequently amended. The
Apollo tender offer statement (including an offer to purchase, a
related letter of transmittal and other tender offer documents) and
the solicitation/recommendation statement, in each case, and
together with any amendments or supplements thereto, contain
important information that should be read carefully before making
any decision to tender securities in the Apollo tender offer.
Investors and stockholders may obtain free copies of the
solicitation/recommendation statement and other documents filed by
the parties at the SEC’s Web site at www.sec.gov or at Great Wolf’s Web site at
corp.greatwolfresorts.com. The solicitation/recommendation
statement and such other documents may also be obtained for free
from Great Wolf by directing such request to Investor Relations,
525 Junction Road, Ste. 6000 South Tower, Madison, WI 53717,
telephone: (608) 662-4700.
Forward-Looking Statements
Statements herein regarding the proposed transaction among
Apollo and Great Wolf, future financial and operating results,
benefits and synergies of the transaction, future opportunities for
the combined company and any other statements about future
expectations and the intent of any parties about future actions
constitute “forward-looking statements” as defined in the federal
securities laws. Forward-looking statements may be identified by
words such as “believe,” “expects,” “anticipates,” “projects,”
“intends,” “should,” “estimates” or similar expressions. Such
statements are based upon current beliefs, expectations and
assumptions and are subject to significant risks and uncertainties.
There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements. Apollo and Great Wolf believe these
forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are
based on current expectations. All written and oral forward-looking
statements attributable to Apollo and Great Wolf or persons acting
on Apollo’s or Great Wolf’s behalf are qualified in their entirety
by these cautionary statements. Further, forward-looking statements
speak only as of the date they are made, and Apollo and Great Wolf
undertake no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over
time unless required by law. Past financial or operating
performance is not necessarily a reliable indicator of future
performance and you should not use our historical performance to
anticipate results or future period trends. Additional factors that
may affect future results are contained in Great Wolf’s filings
with the SEC, including its Annual Report on Form 10-K for the year
ended December 31, 2011, as amended, which are available at the
SEC’s Web site http://www.sec.gov. The information set forth herein
speaks only as of the date hereof, and any intention or obligation
to update any forward-looking statements as a result of
developments occurring after the date hereof is hereby disclaimed
unless required by law.
Great Wolf Resorts (NASDAQ:WOLF)
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