K-9 Acquisition, Inc., an affiliate of Apollo Global Management
(NYSE: APO), and Great Wolf Resorts, Inc. (NASDAQ: WOLF) announced
today that they have entered into an amendment to their previously
announced merger agreement. As a result of the amended agreement,
Apollo has agreed to increase its offer to acquire Great Wolf from
$5.00 per share in cash to $6.75 per share in cash.
The increased offer price represents a premium of 133% to the
six-month average of Great Wolf’s share price prior to the
announcement of the original offer (March 12, 2012), a premium of
103% over the ninety-day average of Great Wolf’s share price prior
to the announcement of the original offer and a premium of 61% over
Great Wolf’s closing stock price on the day prior to the
announcement of the original offer.
The increased offer was unanimously approved by the Great Wolf
board of directors. The board has determined to recommend that
Great Wolf stockholders tender their shares into Apollo’s revised
tender offer, which will expire at 12:00 midnight on Friday, April
20, 2012. Great Wolf’s board believes that Apollo’s increased offer
is in the best interest of all shareholders, maximizes value for
all shareholders and provides for a substantial and immediate cash
premium. 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 with respect to the increased 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, in proportion to the increase in
the offer price, from a total of up to $7 million to a total of up
to $9 million.
Additionally, the Great Wolf board has terminated its
consideration and evaluation of the April 4, 2012 unsolicited
proposal from KSL Capital Partners to acquire Great Wolf for $6.25
per share in cash.
Great Wolf stockholders who have already tendered their shares
will receive the benefit of the $6.75 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.
The depositary for the tender offer has informed Apollo that, as
of 5:00 p.m. on Thursday, April 5, 2012, 1,500,791 shares have been
validly tendered and not validly withdrawn.
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 tender offer is
being made pursuant to a tender offer statement on Schedule TO
filed by affiliates of Apollo Global Management, LLC with the
Securities and Exchange Commission (“SEC”) on March 13, 2012.
The Company filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer with the SEC on
March 13, 2012. The 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 supplement thereto,
contain important information that should be read carefully before
making any decision to tender securities in the 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 the
Company’s Web site at corp.greatwolfresorts.com. The
solicitation/recommendation statement and such other documents may
also be obtained, when available, for free from the Company 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 Securities and Exchange Commission
(the “SEC”), including its Annual Report on Form 10-K for the year
ended December 31, 2011, 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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