CKx Announces Agreement in Principle to Settle Class Action Lawsuit Related to Pending Acquisition
07 Junio 2011 - 3:30PM
Business Wire
CKx, Inc. (NASDAQ: CKXE) today announced that it has agreed in
principle, subject to documentation, to resolve a consolidated
class action lawsuit brought against it and each of its directors
in the Court of Chancery of the State of Delaware, in and for New
Castle County. The class action is a consolidation of four lawsuits
related to the pending acquisition of CKx by Colonel Holdings, Inc.
(“Parent”), a wholly-owned subsidiary of certain equity funds
managed by Apollo Management VII, L.P. Upon approval of the
settlement by the Court, all claims asserted in the litigation in
Delaware and one additional claim asserted in the Supreme Court of
the State of New York will be dismissed with prejudice.
Under the proposed settlement, among other things, the
plaintiffs’ claims will be extinguished and Parent will agree
voluntarily (i) that the amount due in the event the termination
fee is payable to Parent under the merger agreement will be $17.5
million, (ii) that the reference to “80%” in the definition of
“Superior Proposal” in the merger agreement will be deemed to be
“75%”; and (iii) to extend the expiration of the tender offer to
acquire all of the outstanding shares of CKx common stock at an
offer price of $5.50 per share launched by an indirect wholly-owned
subsidiary of Parent (“Offeror”) on May 17, 2011 by one day to
12:00 a.m. New York City Time on June 15, 2011. As part of the
proposed settlement, CKx has amended its
solicitation/recommendation statement on Schedule 14D-9 to include
additional disclosures sought by the plaintiffs in the litigation.
CKx continues to deny that it has engaged in any wrongful acts.
The proposed settlement is subject to, among other things, final
approval of the Court and consummation of the pending acquisition.
Upon approval of the proposed settlement by the Court, plaintiff's
attorneys are expected to apply for an award of attorneys' fees and
expenses to be paid by CKx.
Offeror and certain other persons have filed with the Securities
and Exchange Commission (the "SEC") a combined Tender Offer
Statement and Rule 13e-3 Transaction Statement filed under cover of
Schedule TO that provides the terms of the tender offer. CKx has
filed with the SEC a solicitation/recommendation statement on
Schedule 14D-9 that includes the recommendation of CKx's board
of directors that CKx's stockholders accept the tender offer and
tender their Common Shares to Offeror. The offer to purchase and
related documents in connection with the tender offer contain other
important terms and conditions with respect to the tender offer and
should be carefully reviewed by stockholders.
About CKx, Inc.
CKx is engaged in the ownership, development and commercial
utilization of globally recognized entertainment content. CKx’s
current properties include the rights to the name, image and
likeness of Elvis Presley and Muhammad Ali, the operations of
Graceland, and proprietary rights to the IDOLS and So You Think You
Can Dance television brands, including the American Idol series in
the United States and local adaptations of the IDOLS and So You
Think You Can Dance television show formats which, collectively,
air in more than 100 countries. For more information about CKx,
visit its corporate website at www.CKx.com.
IMPORTANT NOTICE: This press release is neither an offer to
purchase nor a solicitation of an offer to sell shares of CKx.
Offeror and certain other persons have filed a combined Tender
Offer Statement and Rule 13e-3 Transaction Statement filed under
cover of Schedule TO with the SEC, and has mailed an offer to
purchase, forms of letter of transmittal and related documents to
CKx stockholders. CKx has filed with the SEC, and has mailed to CKx
stockholders, a solicitation/recommendation statement on
Schedule 14D-9. These documents contain important information
about the tender offer and stockholders of CKx are urged to read
them carefully when they become available.
These documents will be available at no charge at the SEC’s
website at www.sec.gov. The tender offer statement and the related
materials may be obtained for free by directing a request by mail
to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor,
New York, NY 10022 or by calling toll-free (888) 750-5834, or by
directing a request by mail to Goldman, Sachs & Co., 200 West
Street, New York, NY 10282, or by calling toll-free (800) 323-5678.
You may also read and copy the solicitation/recommendation
statement and any reports, statements and other information filed
by Offeror or CKx with the SEC at the SEC public reference room at
100 F Street N.E., Room 1580, Washington, D.C.
20549. Please visit the SEC’s website for further information on
its public reference room.
Forward-Looking Statements
This release contains forward-looking statements as defined by
the federal securities law which are based on our current
expectations and assumptions, which are subject to a number of
risks and uncertainties that could cause actual results to differ
materially from those anticipated, projected or implied, including,
among other things, risks relating to the expected timing of the
completion and financial benefits of the tender offer and the
merger. CKx does not undertake any obligation to publicly update
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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