CKx Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC)
(“Offeror”) and CKx, Inc. (“CKx”) (NASDAQ: CKXE) today announced
the successful completion of the tender offer by Offeror to acquire
all outstanding shares of common stock of CKx (the “Common Shares”)
for $5.50 per Common Share in cash in accordance with the
previously announced definitive merger agreement among CKx and
acquisition entities owned by investment funds managed by
affiliates of Apollo Global Management, LLC (together with its
subsidiaries, “Apollo”), a leading global alternative asset
manager. Offeror is a wholly-owned subsidiary of affiliates of
Apollo.
The initial offering period expired, as scheduled, at 12:00
midnight, New York City time, on Wednesday, June 15, 2011. The
depositary for the tender offer has advised Offeror that, as of the
expiration of the offering period, a total of approximately
50,819,769 Common Shares (including Common Shares tendered through
notices of guaranteed delivery) were validly tendered to Offeror
and not properly withdrawn, which, together with the Common Shares
owned by Robert F.X. Sillerman, Sillerman Capital Holdings, L.P.
and Laura Sillerman (the “Sillerman Stockholders”) that are held in
a voting trust in accordance with, or subject to certain voting
arrangements consistent with, their previously announced support
agreement, and which were not subject to the tender offer,
represent approximately 75.5% of all outstanding Common Shares on a
fully-diluted basis. Offeror has accepted all Common Shares that
were validly tendered and not properly withdrawn during the
offering period. Payment for such Common Shares will be made
promptly, in accordance with the terms of the offer.
Offeror also announced that it will provide a subsequent
offering period for all remaining Common Shares to permit
stockholders who have not yet tendered their Common Shares to do
so. This subsequent offering period will expire at 5:00 p.m., New
York City time, on Monday, June 20, 2011. The same price per Common
Share offered during the initial offering period will be paid to
holders of Common Shares who tender their Common Shares during the
subsequent offering period. The procedures for accepting the offer
and tendering Common Shares during the subsequent offering period
are the same as those described for the offer in the offer to
purchase, dated May 17, 2011, as amended, filed with the SEC,
except that no withdrawal rights will apply to Common Shares
tendered during the subsequent offering period and no withdrawal
rights will apply during the subsequent offering period with
respect to Common Shares tendered in the initial offering period
and accepted for payment.
Each of Offeror, the Sillerman Stockholders and The Promenade
Trust has reaffirmed that it intends to deliver a written consent
adopting and approving the merger agreement and the other
transactions contemplated by the merger agreement, including the
merger, promptly following the CKx board of directors setting a
record date for stockholders entitled to vote thereon. It is
expected that the CKx board of directors will set such record date
as June 16, 2011. Such written consents, when delivered, will be
sufficient to adopt and approve the merger agreement and the other
transactions contemplated thereby, including the merger, without
further action by any other holder of shares of capital stock of
CKx. In such event, it is anticipated that the merger would be
consummated approximately 20 days following the mailing to
stockholders of an information statement pursuant to Section 14C of
the Securities Exchange Act of 1934, which mailing is expected to
occur as early as the 11th day after the expiration of the
subsequent offering period.
Assuming that all Common Shares tendered through a notice of
guaranteed delivery as of the expiration of the initial offering
period are delivered, in the event that an additional 2.9% of the
outstanding Common Shares are tendered pursuant to the subsequent
offering period, Parent intends to exercise its rights under the
previously announced support agreements with the Sillerman
Stockholders and The Promenade Trust to cause the Sillerman
Stockholders and The Promenade Trust to contribute their Common
Shares and shares of preferred stock of CKx to Parent (or its
affiliate), after which Merger Sub would expect to exercise its
rights under the merger agreement to exercise the “top-up option.”
After giving effect to such transactions, Parent would expect to
promptly cause the merger to be effected pursuant to Section 253 of
the Delaware General Corporation Law without any further action by
the holders of shares of capital stock of CKx.
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 on May 17, 2011. The Schedule TO
and the solicitation/recommendation statement on Schedule 14D-9
filed by CKx with the SEC on May 18, 2011, as they have been
amended and supplemented, contain important information about the
tender offer, including the terms and conditions of the offer, that
should be read carefully.
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.
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.
About Apollo Global Management, LLC
Apollo is a leading global alternative asset manager with
offices in New York, Los Angeles, London, Frankfurt, Luxembourg,
Singapore, Mumbai and Hong Kong. As of March 31, 2011, Apollo had
assets under management of $70 billion, 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 www.agm.com.
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. Neither Apollo nor CKx undertakes any obligation to
publicly update any forward-looking statements, whether as a result
of new information, future events or otherwise.
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