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 subsequent offering period expired, as scheduled, at 5:00
p.m., New York City time, on Monday, June 20, 2011. The depositary
for the tender offer has advised Offeror that, as of the expiration
of the subsequent offering period, a total of approximately
54,744,278 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and not properly withdrawn, which, together with the Common Shares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 (collectively, the “Sillerman Stockholders” and
the Common Shares owned by the Sillerman Stockholders, the
“Sillerman Shares”) 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 79.7% of all
Common Shares issued and outstanding. 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Common Shares that were validly tendered and not properly withdrawn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 Colonel Merger Sub, Inc. (“Merger
Sub”), an affiliate of Apollo and a direct wholly-owned subsidiary
of Offeror, is exercising its option (the “Top-Up Option”) to
purchase, at $5.50 per Common Share, net to the seller in cash,
without interest and subject to deduction for any required
withholding of taxes, a number of newly issued Common Shares (the
“Top-Up Shares”) equal to the lowest number of Common Shares that,
when added to the number of Common Shares owned by CKX
Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) (“Parent”), an
affiliate of Apollo and the indirect parent of Offeror and Merger
Sub, and Offeror, together with the Sillerman Shares held in a
voting trust in accordance with, or otherwise subject to voting
arrangements consistent with, the support agreement entered into by
the Sillerman Stockholders, immediately prior to the exercise of
the Top-Up Option, including all Common Shares validly tendered and
not properly withdrawn in the offer, constitutes one Common Share
more than 90% of the total number of Common Shares that would be
outstanding on a fully diluted basis immediately after the issuance
of Common Shares pursuant to the Top-Up Option. The closing of the
purchase by Merger Sub of the Top-Up Shares is scheduled to occur
on June 21, 2011.
Following the closing of the Top-Up Option, Parent intends to
complete the acquisition on June 21, 2011, effective upon the
merger of Merger Sub with and into CKx in accordance with the
short-form merger provisions of the Delaware General Corporation
Law (“DGCL”), without prior notice to, or any action by, any CKx
stockholder other than Merger Sub.
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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