Great Wolf And Apollo Agree On Increased Offer Price Of $6.75 Per Share
K-9 Acquisition an affiliate of Apollo Global Management (NYSE: APO), and Great Wolf Resorts (NASDAQ: WOLF) announced Friday that they have entered into an amendment to their previously announced merger agreement. As a result of the amended agreement, Apollo has agreed to increase its offer to acquire Great Wolf from $5.00 per share in cash to $6.75 per share in cash.
The increased offer price represents a premium of 133% to the six-month average of Great Wolf's share price prior to the announcement of the original offer (March 12, 2012), a premium of 103% over the ninety-day average of Great Wolf's share price prior to the announcement of the original offer and a premium of 61% over Great Wolf's closing stock price on the day prior to the announcement of the original offer.
The increased offer was unanimously approved by the Great Wolf board of directors. The board has determined to recommend that Great Wolf stockholders tender their shares into Apollo's revised tender offer, which will expire at 12:00 midnight on Friday, April 20, 2012. Great Wolf's board believes that Apollo's increased offer is in the best interest of all shareholders, maximizes value for all shareholders and provides for a substantial and immediate cash premium. 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 with respect to the increased 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, in proportion to the increase in the offer price, from a total of up to $7 million to a total of up to $9 million. Additionally, the Great Wolf board has terminated its consideration and evaluation of the April 4, 2012 unsolicited proposal from KSL Capital Partners to acquire Great Wolf for $6.25 per share in cash.
Great Wolf stockholders who have already tendered their shares will receive the benefit of the $6.75 per share price and need not take any action in order to do so.
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