Affiliate of Apollo Global Management Completes Acquisition of CKX, Inc.
22 Junio 2011 - 6:30AM
Business Wire
CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.)
(“Parent”) and CKX, Inc. (“CKX”) (NASDAQ: CKXE) today announced the
successful completion of Parent’s acquisition of CKX. Parent is an
acquisition entity controlled by investment funds managed by
affiliates of Apollo Global Management, LLC (together with its
subsidiaries, “Apollo”), a leading global alternative asset
manager. Parent completed the acquisition through a cash tender
offer by CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub,
LLC) (“Offeror”), an indirect wholly-owned subsidiary of Parent,
followed by a short-form merger of Colonel Merger Sub, Inc.
(“Merger Sub”), an indirect wholly-owned subsidiary of Parent, with
and into CKX on June 21, 2011. CKX is now an indirect
wholly-owned subsidiary of Parent.
Prior to the effective time of the merger, in accordance with
previously announced support agreements entered into with Parent,
Robert F.X. Sillerman, Sillerman Capital Holdings, L.P. and Laura
Sillerman (collectively, the “Sillerman Stockholders”), and The
Promenade Trust, contributed to Parent and an affiliate of Parent,
respectively, all of the shares of common stock of CKX (the “Common
Shares”) and all of the issued and outstanding shares of preferred
stock of CKX owned by them in exchange for cash, in the case of the
Sillerman Stockholders, and in exchange for shares of preferred
stock of an affiliate of Parent, in the case of The Promenade
Trust.
As a result of the merger, each outstanding Common Share not
validly tendered and accepted for payment in the tender offer
(other than Common Shares owned (i) directly or indirectly by
Parent, Merger Sub or CKX or (ii) by any stockholder of CKX who is
entitled to and properly exercises appraisal rights under the
Delaware General Corporation Law) was cancelled and converted into
the right to receive $5.50 per Common Share, the same price per
Common Share as paid in the tender offer. BNY Mellon Shareowner
Services, as the paying agent for the merger, will mail to the
remaining former stockholders of CKX materials necessary to
exchange their former CKX shares for such payment. Trading of the
Common Shares on the Nasdaq Global Select Market was suspended
prior to the opening of trading on June 22, 2011. CKX intends to
file a certification on Form 15 requesting that its reporting
obligations under the Securities Exchange Act of 1934 be
terminated.
Gleacher & Company and Wachtell, Lipton, Rosen & Katz
served as financial and legal advisor to the Company, respectively.
AGM Partners LLC acted as lead financial advisor to Apollo. Other
financial advisors to Apollo include Goldman Sachs & Co. and
Evolution Media Capital. Legal advisers to Apollo include Paul,
Weiss, Rifkind, Wharton & Garrison LLP and O’Melveny &
Myers LLP.
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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