- Written communication by the subject company relating to a third party tender offer (SC14D9C)
11 Maggio 2011 - 9:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
CKx, Inc.
(Name of Subject Company)
CKx, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
12562M106
(CUSIP Number of Class of Securities)
Howard
J. Tytel
CKx, Inc.
650 Madison Avenue
New York, New York 10022
212-838-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
þ
|
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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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 CKxs 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 Companys
partner in Elvis Presley Enterprises, and Robert F.X. Sillerman, the Companys 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 Companys 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 Companys 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 OMelveny & Myers LLP.
About CKx, Inc.
CKx, Inc. is engaged in the ownership, development and commercial utilization of globally
recognized entertainment content. The Companys 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 CKxs 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
Commissions 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 SECs 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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