Great Wolf (WOLF) Gets Larger $7.85/Share Offer from Apollo (APO)
Tweet
Share
E-mailGet Alerts APO Hot Sheet
Join SI Premium – FREE
K-9 Acquisition, Inc., an affiliate of Apollo Global Management (NYSE: APO), and Great Wolf Resorts, Inc. (Nasdaq: WOLF) announced today that they have further amended their previously announced merger agreement to provide for Apollo to increase its offer to acquire Great Wolf from $7.00 per share in cash to $7.85 per share in cash.
The $7.85 offer price represents a premium of 171% to the six-month average of Great Wolf’s share price prior to the announcement of Apollo’s original offer (March 12, 2012), a premium of 136% over the ninety-day average of Great Wolf’s share price prior to the announcement of the original offer and a premium of 87% over Great Wolf’s closing stock price on the day prior to the announcement of the original offer.
The further increased offer from Apollo was unanimously approved by the Great Wolf board of directors, as Great Wolf’s board believes that Apollo’s increased offer is in the best interest of all shareholders. The board has determined to recommend that Great Wolf shareholders tender their shares into Apollo’s revised tender offer, which will be extended to 9:00 a.m., New York City time, on Friday, May 4, 2012.
Great Wolf’s approval of a further increased offer from Apollo came after Great Wolf received a committed offer from affiliates of KSL Capital Partners on April 18, 2012, proposing 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. In connection with the $7.85 per share offer from Apollo, the Great Wolf board determined that the KSL offer no longer constituted a “Superior Proposal” as defined in the Agreement and Plan of Merger, dated March 12, 2012, as amended on April 6, 2012, April 18, 2012, and as further amended on April 20, 2012, between Great Wolf and affiliates of Apollo. The Great Wolf board of directors has therefore determined not to proceed with its consideration and evaluation of the KSL offer.
In connection with the increased offer, Great Wolf has agreed to increase the termination fee and expense reimbursement payable to Apollo in certain circumstances from a total of up to $9.33 million to a total of up to $10.47 million.
A complete description of the terms of the merger agreement amendment and reasons for the board’s recommendation will be provided in an amended solicitation/recommendation statement on Schedule 14D-9, which Great Wolf will file with the Securities and Exchange Commission (the “SEC”) with respect to the increased offer.
The depositary for the tender offer has informed Apollo that, as of 5:00 p.m. on Thursday, April 19, 2012, 3,400,284 shares have been validly tendered and not validly withdrawn.
The $7.85 offer price represents a premium of 171% to the six-month average of Great Wolf’s share price prior to the announcement of Apollo’s original offer (March 12, 2012), a premium of 136% over the ninety-day average of Great Wolf’s share price prior to the announcement of the original offer and a premium of 87% over Great Wolf’s closing stock price on the day prior to the announcement of the original offer.
The further increased offer from Apollo was unanimously approved by the Great Wolf board of directors, as Great Wolf’s board believes that Apollo’s increased offer is in the best interest of all shareholders. The board has determined to recommend that Great Wolf shareholders tender their shares into Apollo’s revised tender offer, which will be extended to 9:00 a.m., New York City time, on Friday, May 4, 2012.
Great Wolf’s approval of a further increased offer from Apollo came after Great Wolf received a committed offer from affiliates of KSL Capital Partners on April 18, 2012, proposing 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. In connection with the $7.85 per share offer from Apollo, the Great Wolf board determined that the KSL offer no longer constituted a “Superior Proposal” as defined in the Agreement and Plan of Merger, dated March 12, 2012, as amended on April 6, 2012, April 18, 2012, and as further amended on April 20, 2012, between Great Wolf and affiliates of Apollo. The Great Wolf board of directors has therefore determined not to proceed with its consideration and evaluation of the KSL offer.
In connection with the increased offer, Great Wolf has agreed to increase the termination fee and expense reimbursement payable to Apollo in certain circumstances from a total of up to $9.33 million to a total of up to $10.47 million.
A complete description of the terms of the merger agreement amendment and reasons for the board’s recommendation will be provided in an amended solicitation/recommendation statement on Schedule 14D-9, which Great Wolf will file with the Securities and Exchange Commission (the “SEC”) with respect to the increased offer.
The depositary for the tender offer has informed Apollo that, as of 5:00 p.m. on Thursday, April 19, 2012, 3,400,284 shares have been validly tendered and not validly withdrawn.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Matinas BioPharma to merge with GH Power, sell drug unit to Azurity
- Repay Holdings adds Parthenon Capital partner to its board
- Construction Partners acquires Ellsworth Construction in Oklahoma
Create E-mail Alert Related Categories
Corporate News, Mergers and AcquisitionsRelated Entities
Apollo Global Management/Great Wolf ResortsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
