CKx, Inc. Agrees to be Acquired by an Affiliate of Apollo Global Management
Transaction Introduces Additional Resources and Expertise to Support
Growth of Iconic Brands
NEW YORK--(BUSINESS WIRE)--
CKx, Inc. (NASDAQ: CKXE), an owner of premium entertainment content,
today announced that it has entered into a definitive merger agreement
to be acquired by an affiliate of Apollo Global Management ("Apollo"), a
leading global alternative asset manager.
Under the terms of the agreement, CKx stockholders will receive $5.50 in
cash for each share that they hold, representing an approximately 40%
premium over CKx's average closing price over the past six months and an
approximately 25% premium over the closing price on Monday, May 9, 2011.
Goldman Sachs Bank USA provided a debt financing commitment in
connection with the transaction, which is subject to customary
conditions.
The Board of Directors of CKx has approved the merger agreement and has
resolved to recommend that CKx stockholders approve the merger. In
connection with the definitive merger agreement reached with the
Company, Apollo has also obtained support agreements from two
significant stockholders, The Promenade Trust, the sole beneficiary of
which is Lisa Marie Presley and which is the Company's partner in Elvis
Presley Enterprises, and Robert F.X. Sillerman, the Company's largest
stockholder.
Michael G. Ferrel, Chairman and Chief Executive Officer of CKx, said:
"We look forward to working with Apollo, a growth-oriented investor who
has a successful history of investing in the media and entertainment
sector and one that the Board and management team are confident will
serve as a strong steward for the Company's brands going forward. The
transaction allows CKx stockholders to realize significant value from
their investment in the Company and the Board has determined that the
transaction is advisable, fair and in the best interest of the Company's
public stockholders."
Aaron J. Stone, a senior partner of Apollo said: "CKx owns a portfolio
of irreplaceable assets that present a strong foundation on which to
build an exciting future. We look forward to working with Mike Ferrel
and the rest of the CKx management team."
The acquisition of CKx will be completed through a cash tender offer for
shares of common stock that is expected to commence shortly and will
expire 20 business days after it commences, subject to extension as
permitted or required by the merger agreement. The tender offer will be
subject to customary conditions, including (i) that the number of shares
validly tendered and not withdrawn, together with the shares subject to
the stockholder support agreements, represent at least a majority of the
outstanding shares of CKx on a fully-diluted basis upon consummation of
the tender offer and (ii) the expiration of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The merger agreement does not include a financing condition.
The tender offer would be followed by a merger in which each share of
common stock not acquired in the offer will be converted into the right
to receive $5.50. In certain circumstances, the parties have agreed to
complete the transaction through a one-step merger after receipt of
stockholder approval. Upon completion of the transaction, CKx will
become a private company, controlled by an affiliate of Apollo Global
Management.
Gleacher & Company and Wachtell, Lipton, Rosen & Katz are serving 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, Inc. is engaged in the ownership, development and commercial
utilization of globally recognized entertainment content. The Company'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, Inc., 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. Apollo had assets under management of $68 billion as of
December 31, 2010, 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.
IMPORTANT NOTICE: This press release is for informational purposes only
and is not an offer to buy or the solicitation of an offer to sell any
shares of CKx's common stock. The tender offer described herein has not
yet been commenced. On the commencement date of the tender offer, an
offer to purchase, a letter of transmittal and related documents will be
filed with the Securities and Exchange Commission, will be mailed to
stockholders of record and will also be made available for distribution
to beneficial owners of common stock. The solicitation of offers to buy
the CKx common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents. When they are
available, stockholders should read those materials carefully because
they will contain important information, including the various terms of,
and conditions to, the tender offer. When they are available,
stockholders will be able to obtain the offer to purchase, the letter of
transmittal and related documents without charge from the Securities and
Exchange Commission's Website at www.sec.gov
or from the information agent that we select. Stockholders are urged to
read carefully those materials when they become available prior to
making any decisions with respect to the tender offer.
CKx will file a solicitation/recommendation statement with the SEC in
connection with the tender offer, and, if required, will file a proxy
statement or information statement with the SEC in connection with the
second-step merger. Stockholders are strongly advised to read these
documents if and when they become available because they will contain
important information about the tender offer and the proposed merger.
Stockholders would be able to obtain a free copy of the
solicitation/recommendation statement and the proxy statement or
information statement as well as other filings containing information
about CKx, the tender offer and the merger, if any, when available,
without charge, at the SEC's internet site (http://www.sec.gov).
In addition, copies of the solicitation/recommendation statement, the
proxy statement or information statement and other filings containing
information about CKx, the tender offer and the merger may be obtained,
if and when available, without charge, by directing a request to CKx,
Inc., Attention: Investor Relations, 650 Madison Avenue, New York, New
York 10022 or on the CKx website at (http://ir.ckx.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. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of
new information, future events or otherwise.
Notice to Investors
SOURCE: CKx, Inc.
Website: http://ir.ckx.com/index.cfm
ckxe-g
For CKx, Inc.:
William Schmitt, ICR Inc.
203-682-8200
For
Apollo Global Management, LLC investor inquiries:
Gary M. Stein
212-822-0467
Head
of Corporate Communications
gstein@apollolp.comor
For
Apollo Global Management, LLC media inquiries:
Charles Zehren,
Rubenstein Associates
212-843-8590
czehren@rubenstein.com
Source: CKx, Inc.
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