Great Wolf Resorts Says KSL Notifies Company It Does Not Intend To Submit Further Acquisition Proposals
21 4월 2012 - 9:41AM
Business Wire
Great Wolf Resorts, Inc. (NASDAQ: WOLF) today announced that KSL
Capital Partners notified Great Wolf that it does not intend to
submit any further proposals to acquire the Company.
As previously announced, Great Wolf has entered into a merger
agreement with affiliates of Apollo Global Management (NYSE: APO)
providing for Apollo to acquire Great Wolf for $7.85 per share in
cash. The Apollo offer was unanimously approved by the Great Wolf
board of directors, and the board recommends that Great Wolf
shareholders tender their shares into Apollo’s revised tender
offer, which is scheduled to expire at 9:00 a.m., New York City
time, on Friday, May 4, 2012.
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.
Deutsche Bank Securities Inc. is serving as financial advisor to
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 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.
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