Icon Acquisition Holdings, L.P. Announces Results of Offer to Purchase All Outstanding Shares of Class A & Class B Common Sto...
04 3월 2011 - 10:00PM
Business Wire
Icon Acquisition Holdings, L.P. (“Purchaser”) today announced
the results of the offer by its wholly owned subsidiary, Icon
Merger Sub, Inc. (“Sub”), to purchase for cash all of the
outstanding shares of Class A common stock (NYSE: PLA.A) and Class
B common stock (NYSE: PLA) of Playboy Enterprises, Inc.
(“Playboy”), at a purchase price of $6.15 per share, net to the
seller in cash, without interest thereon, less any applicable
withholding taxes. The offer expired at 5:00 p.m. Eastern time, on
March 3, 2011, and as soon as practicable on March 4, 2011, Sub
will accept for payment all shares validly tendered in the offer
(excluding shares tendered under guaranteed delivery procedures)
and will complete the short-form merger with and into Playboy.
Based upon information provided by the depositary for the offer,
as of the expiration of the offer, a total of 18,915,951 shares of
Playboy’s common stock (Class A and Class B combined) have been
tendered and not withdrawn, including shares tendered under
guaranteed delivery procedures. This represents approximately 84.4%
of the “minority” shares not owned by Mr. Hugh M. Hefner, certain
trusts controlled by Mr. Hefner, Mr. Scott N. Flanders, Purchaser,
Sub and the respective affiliates of each of the foregoing
(collectively, the “Purchaser Group”). A non-waivable condition to
the offer, referred to as the minimum tender condition, was that at
the expiration of the offer more than 50% of the “minority” shares
be tendered and not withdrawn. The minimum tender condition was
satisfied.
Upon the purchase of the tendered shares and upon the
contribution of 11,362,039 shares of Playboy’s common stock to be
contributed to Sub by Mr. Hefner’s trusts and
Mr. Flanders, Sub will own approximately 88.7% of the shares
of Playboy’s common stock (Class A and Class B combined) and
approximately 97.0% of Playboy’s voting Class A common stock. The
offer was subject to an additional condition, referred to as the
threshold condition, that there be validly tendered and not
withdrawn prior to the expiration of the offer such number of
shares of Playboy’s Class A common stock that, together with any
other shares of such class beneficially owned by one or more
members of the Purchaser Group, constitutes at least 90% of the
outstanding shares of Playboy’s Class A common stock at the
expiration of the offer, after giving effect to any top-up option
shares. The threshold condition was satisfied without the need for
exercise of the top-up option.
No action of Playboy’s stockholders (other than Sub) will be
required in connection with the merger. As a result of the merger,
all remaining outstanding shares of Playboy’s common stock (Class A
and Class B) will be cancelled and, subject to appraisal rights
under Delaware law, converted into the right to receive $6.15 per
share in cash, the same consideration paid in the offer. Shares
validly tendered in satisfaction of guaranteed delivery procedures
will also be accepted for payment and promptly paid the same
consideration paid in the offer. Following the completion of the
merger, Playboy’s Class A common stock and Class B common stock
will cease to be traded on the New York Stock Exchange.
About Rizvi Traverse
Rizvi Traverse is a private investment firm with offices in New
York, Los Angeles and Birmingham, MI. Rizvi Traverse partners with
management teams to invest in market leading companies across a
range of industries. Rizvi Traverse currently has significant
investments in the media and entertainment sector. For more
information visit www.rizvitraverse.com.
Forward Looking Statements
The statements in this press release regarding the dates for
acceptance for payment of shares validly tendered in the offer and
closing of the short-form merger are forward-looking statements.
They are based on Purchaser’s current expectations but are subject
to uncertainties in the timing for completion of various
ministerial actions.
Playboy Ent (NYSE:PLA)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Playboy Ent (NYSE:PLA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024