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New legal action could delay the sale of Cedar Fair to Apollo Global Management.Four lawsuits filed in Erie County Common Pleas Court on behalf of five Cedar Fair unitholders claim the deal is unfair.The civil suits represent Sandusky residents Mary Denslow and John R. Sprau, Indiana resident Todd Miller, Connecticut resident Kenneth Loiselle and Milford resident Joseph J. Braun....The lawsuits seek to stop Cedar Fair from moving forward until legal issues are addressed.To do that, a judge would have to determine if the unitholders have a solid case against Cedar Fair. The judge must also determine what's in the public's best interest and which action would cause the least harm....Denslow and Sprau requested the cases be consolidated into a class action lawsuit that others may join.
There's just one shopping day left until Christmas.But if you want to buy an amusement park chain with 11 amusement parks and six water parks, there's still about 32 shopping days left.Cedar Fair has 40 days from Dec. 16 -- the day it signed an agreement to be acquired by an affiliate of Apollo Global Management -- to consider other offers. That period runs through Jan. 25, said Stacy Frole, director of investor relations for Cedar Fair....Assuming that a better offer doesn't come along, unitholders will be mailed proxy statements in February that include a ballot to vote on the Apollo deal, Frole said.The unitholders may mail their ballots in, vote using the Internet or vote over the telephone, Frole said.Each unit represents one vote, and the deal with Apollo must be approved by owners of two-thirds of the outstanding units....
...Last year's proxy statement stated that if Cedar Fair CEO Dick Kinzel lost his job after Cedar Fair was taken over, he'd receive a $20 million golden parachute to cushion his fall from power. The new statement is expected to spell out details of his proposed contract extension under the new ownership....
The proposed sale of Knott's Berry Farm parent Cedar Fair Entertainment could mean the Knott family's last shreds of involvement with the park could be severed.The Knotts sold primary control of Knott's Berry Farm to Cedar Fair in 1997, but kept a portion of Cedar Fair stock. Darrel D. Anderson, a grandson of park founders Walter and Cordelia Knott, sits on the board of the Sandusky, Ohio-based Cedar Fair....
Cedar Fair's unit price rose in heavy trading Wednesday, prompting speculation that Apollo Global Management might be preparing a better offer or another suitor might be courting Cedar Fair.Apollo has offered $11.50 per unit if unitholders will OK its offer to acquire Cedar Fair, a 28 percent premium over the price when officials agreed to the deal in December.On Wednesday, Cedar Fair's unit price rose as high as $11.84 before closing at $11.63. Trading was heavy, with 1,361,327 units changing hands.The numbers suggest investors believe Apollo might up the ante or someone else might come along, said Randy Hunt, branch manager and senior vice president with Stifel Nicolaus & Co. in Sandusky....A portfolio manager at a firm that holds Cedar Fair stock said Wednesday he also noticed the trading activity.He assumed it was based on speculation that other companies might be interested in acquiring Cedar Fair.The name mentioned most often is the Blackstone Group, which, like Apollo, is a private equity company...
A new SEC filing by Geoffrey Raynor, a Texas investor opposed to the proposed acquisition of Cedar Fair by Apollo Global Management, shows that he now controls 17 percent of Cedar Fair's voting units....
...New York-based Apollo in December struck a classic leveraged buyout, agreeing a $2.4 billion deal to buy theme park operator Cedar Fair (FUN.N). Still, Black said it was unclear if that deal will close. While Apollo has financing for the deal, it is being challenged by some shareholders who argue that the deal undervalues the stock....
DEFINITIVE PROXY STATEMENT FILEDCEDAR FAIR SCHEDULES SPECIAL MEETING OF UNITHOLDERS TO VOTE ON PROPOSED MERGER WITH AFFILIATES OF APOLLO GLOBAL MANAGEMENTSANDUSKY, Ohio, February 10, 2010 – Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that a Special Meeting of Unitholders will be held on March 16, 2010 at 9:00 a.m. local time. At the Special Meeting, unitholders will have the opportunity to consider and approve a proposal concerning the previously announced acquisition by affiliates of Apollo Global Management, pursuant to which Cedar Fair unitholders will receive $11.50 in cash for each Cedar Fair limited partnership unit that they hold. Cedar Fair unitholders of record as of the close of business on February 12, 2010 will be entitled to vote at the Special Meeting. The meeting will be held at The Sandusky State Theater in Sandusky, Ohio. A definitive proxy statement related to the merger was filed with the Securities and Exchange Commission today and will be mailed to Cedar Fair unitholders. It will also be available on the Company's website at www.cedarfair.com/ir/proxy. The definitive proxy statement contains important information about the terms of the merger, and unitholders are urged to read it carefully. The Company noted that it will release its fourth quarter 2009 and year-end results after market closing on February 11, 2010. About Cedar Fair Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract. Forward-Looking Statements Some of the statements contained in this news release (including information included or incorporated by reference herein) may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company's expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company's future financial performance and cause actual results to differ materially from the Company's expectations, including uncertainties associated with the proposed sale of the Company to an affiliate of Apollo Global Management, the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction, the ability of third parties to fulfill their obligations relating to the proposed transaction, the ability of the parties to satisfy the conditions to closing of the merger agreement to complete the transaction and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the "SEC"). Additional information on risk factors that may affect the business and financial results of the Company can be found in the Company's Annual Report on Form 10-K and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information About This Transaction This news release may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, on February 10, 2010 the Company filed a definitive proxy statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy are being mailed to the Company's unitholders of record as of February 12, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC's website, www.sec.gov. The Company's unitholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company's website, www.cedarfair.com or by contacting MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at cedarfair@mackenziepartners.com. The Company and its directors and executive officers and certain other members of its management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.# # # #
...Besides Q Funding, mutual fund Neuberger Berman LLC, which controls shares totaling 9.6 percent, was against the deal. And yesterday, Stephen R. Knott, of Cedar Fair's Knott's Berry Farm theme park in California, said the family's shares totaling 3.6 percent were cast as "no" votes....
Will this be it? Cedar Fair's special meeting to decide whether to let Apollo Global Management acquire the amusement park chain is scheduled for 9 a.m. Thursday at the Sandusky State Theatre....Cedar Fair was scheduled to host its special meeting on March 16, but the meeting was postponed the night before, apparently at Apollo's request.A Cedar Fair statement said the meeting was rescheduled to give unitholders more time to vote on the proposed acquisition or change their previously cast votes.Both sides have the right to postpone the meeting again, although it can't be postponed past May 10.Stacy Frole, Cedar Fair's director of investor relations, did not return a call for comment Monday...The run-up to Thursday's meeting has been quiet so far. There have been no new SEC filings since March 17. Cedar Fair's last press release listed only the time and place for Thursday's meeting.Q Funding, Cedar Fair's largest unitholder, has publicly opposed Apollo's planned takeover. On March 17 the company said it opposes further efforts to bring about the deal and said it would not change its stance even if Apollo offers more money for each unit.A spokesman for Q Funding said the company has issued no statements since then."We're sticking with that," he said.
CEDAR FAIR AND AFFILIATES OF APOLLO GLOBAL MANAGEMENT MUTUALLY TERMINATE MERGER AGREEMENT Company Adopts Unitholder Rights Plan SANDUSKY, Ohio, April 6, 2010 – Cedar Fair Entertainment Company (the “Company”) (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that it and affiliates of Apollo Global Management, a leading global alternative asset manager, have mutually agreed to terminate the previously announced definitive merger agreement. Consistent with the terms of the agreement, Cedar Fair will pay Apollo $6.5 million to reimburse Apollo for certain expenses incurred in connection with the transaction. In addition, both parties will release each other from all obligations with respect to the proposed merger transaction as well as from any claims arising out of or relating to the merger agreement. As a result of the termination of the merger agreement, the Special Meeting of Unitholders to be held on April 8, 2010 has been cancelled. The Company will hold its 2010 Annual Meeting of Unitholders on Monday, June 7, 2010, for unitholders of record as of April 23, 2010. Dick Kinzel, chairman, president and chief executive officer of the Company, said, “The Board has heard from Cedar Fair unitholders and it is apparent that the merger transaction does not have the required level of investor support. We are honored and excited by the opportunity to continue to manage and operate Cedar Fair as a public company and to provide our guests with an outstanding experience. “Our 2010 operating season is upon us, and we have already introduced major new attractions at two of our parks. Intimidator305, a 305-foot-tall roller coaster at Kings Dominion, and Intimidator, a 232-foot-tall roller coaster at Carowinds, both had very successful opening days. We hope to continue this momentum across the rest of our properties and throughout the operating season. As we execute on our business objectives, we will also be evaluating next steps to address our capital structure. The Board and management team remain committed to acting in the best interests of all Cedar Fair unitholders. We appreciate the feedback that we have received from unitholders as well as Apollo’s interest in Cedar Fair and their cooperation and professionalism throughout the process.” In order to allow adequate time to evaluate all options, a unitholder rights plan (the “Rights Plan”) has been adopted. The Rights Plan is designed to enable all unitholders to realize the long-term value of their investment in the Company and to ensure that all unitholders receive fair and equal treatment in the event of any hostile attempt to gain control of the Company. The Rights Plan is not designed to prevent transactions that treat all Cedar Fair unitholders fairly. Under the plan, the rights will initially trade together with the Company’s units and will not be exercisable. The rights will generally become exercisable after a person or group becomes a beneficial owner of 20% or more of the Company’s units. The rights will expire on April 5, 2013, unless earlier redeemed, exchanged, or amended. The Rights Plan was not adopted in response to any specific effort to acquire control of the Company, but as an appropriate preventative measure to ensure all unitholders are protected while the board of directors considers next steps. A copy of the merger termination agreement and the Rights Plan have been filed with the Securities and Exchange Commission and can also be found on the Company’s website at www.cedarfair.com/ir/financial/sec. About Cedar FairCedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract. Forward Looking Statements Some of the statements contained in this news release may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to Cedar Fair L.P.’s expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company’s control and could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company’s future financial performance and cause actual results to differ materially from the Company’s expectations, including general economic conditions, competition for consumer leisure time and spending, adverse weather conditions, unanticipated construction delays and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the “SEC”). Additional information on risk factors that may affect the business and financial results of the Company can be found in the Company’s Annual Report on Form 10-K and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. This news release and prior news releases are available online at www.cedarfair.com. Contacts Stacy FroleCedar Fair419-627-2227 Dan Katcher / Jeremy JacobsJoele Frank, Wilkinson Brimmer Katcher212-355-4449 # # #
Topic: CEDAR FAIR TO BE SOLD? (Read 5755 times)
