Great Wolf Resorts, Inc. (NASDAQ: WOLF) (“Great Wolf”) today
announced that it has received a committed offer from KSL Capital
Partners (“KSL”) to acquire Great Wolf for $7.25 per share in cash,
subject to the terms and conditions of the merger agreement
provided with the offer (the “KSL Offer”).
The Great Wolf Board of Directors, in consultation with its
independent financial and legal advisors, has determined that the
KSL Offer constitutes a “Superior Proposal” under the terms of the
Agreement and Plan of Merger, dated March 12, 2012, as amended on
April 6, 2012 and as further amended on April 18, 2012 (the “Apollo
Merger Agreement”), between Great Wolf and affiliates of Apollo
Global Management (NYSE: APO) (“Apollo”).
In accordance with the terms of the Apollo Merger Agreement,
Great Wolf has provided written notice to Apollo that Great Wolf is
prepared to terminate the Apollo Merger Agreement subject to
Apollo’s right to make adjustments, within three business days
(prior to 11:59 p.m. New York City time on April 24, 2012), to the
terms and conditions of the Apollo Merger Agreement so that it
results in a transaction that is no less favorable to Great Wolf
stockholders than the KSL Offer.
There can be no assurance that a transaction with KSL will
result, and in accordance with the terms and conditions of the
Apollo Merger Agreement, the Great Wolf board has not withdrawn,
modified, amended or qualified its recommendation with respect to
the tender offer and other transactions contemplated by the Apollo
Merger Agreement, and is not making any recommendation at this time
with respect to the KSL Offer. Nor has the Great Wolf board
approved, adopted, endorsed, recommended, or otherwise declared
advisable the KSL Offer, or proposed that the KSL Offer be
approved, adopted, endorsed, recommended or otherwise declared
advisable. That decision will be made at the conclusion of the
three business day period during which Apollo will consider its
options pursuant to the Apollo Merger Agreement. The KSL Offer will
expire at 12:00 noon, New York City time on April 25, 2012.
Deutsche Bank Securities Inc. is serving as financial advisor to
the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP
and Young Conaway Stargatt & Taylor, LLP are serving as the
Company’s legal advisors.
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 Apollo tender
offer described herein will not be made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such offer or solicitation under applicable state or foreign
securities or “blue sky” laws. The Apollo tender offer is being
made pursuant to a tender offer statement on Schedule TO filed by
affiliates of Apollo Global Management, LLC with the SEC on
March 13, 2012 as subsequently supplemented and amended. Great
Wolf filed a solicitation/recommendation statement on Schedule
14D-9 with respect to the Apollo tender offer with the SEC on
March 13, 2012, which has been subsequently amended. The
Apollo 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 supplements thereto, contain
important information that should be read carefully before making
any decision to tender securities in the Apollo 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 Great Wolf’s Web site at
corp.greatwolfresorts.com. The solicitation/recommendation
statement and such other documents may also be obtained for free
from Great Wolf by directing such request to Investor Relations,
525 Junction Road, Ste. 6000 South Tower, Madison, WI 53717,
telephone: (608) 662-4700.
This communication is not a recommendation with respect to KSL’s
proposed tender offer. If a tender offer is commenced by KSL, the
Company intends to file a solicitation/recommendation statement
with respect to such tender offer with the SEC within 10 business
days from the date of commencement. Investors and security
holders are urged to read such solicitation/recommendation
statement and any other relevant documents filed with the SEC (if
and when available), because they will contain important
information. Investors and stockholders may obtain free copies
of the solicitation/recommendation statement and other documents
filed by the Company (if and when available) 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 (if and
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, the offer from KSL, future financial and
operating results, benefits and synergies of a 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. Great Wolf
believes 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 Great Wolf or
persons acting on 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 Great Wolf
undertakes 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 SEC, including its Annual Report
on Form 10-K for the year ended December 31, 2011, as amended,
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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