ORLANDO, Fla. and BEIJING, March 24,
2017 /PRNewswire/ -- SeaWorld Entertainment,
Inc. (NYSE: SEAS) ("SeaWorld"), a leading theme park and
entertainment company, today announced that a wholly owned
subsidiary of Zhonghong Zhuoye Group Co., Ltd. ("Zhonghong Group"),
a diversified holding company focused on strategic growth
opportunities in the leisure, tourism, and culture industries, will
acquire an approximately 21% equity interest in SeaWorld from
certain funds affiliated with Blackstone at a price of $23.00 per share.
SeaWorld and Zhonghong Holding Co., Ltd. ("Zhonghong Holding"), an affiliate of Zhonghong
Group, have also agreed to advisory services and support agreements
under which SeaWorld will advise Zhonghong
Holding exclusively on the concept development and design of
theme parks, water parks, and family entertainment centers to be
developed and operated by Zhonghong
Holding, including exclusive rights in China, Taiwan, Hong
Kong and Macau.
"Zhonghong Group is making a significant, long-term investment
in SeaWorld, reflecting their appreciation of the strength of our
brand, our potential to grow the company and a shared commitment to
protect wildlife and the environment," said Joel Manby, President and CEO of SeaWorld
Entertainment, Inc. "Zhonghong Group has a strong track record of
performance in the leisure and travel industries, and a solid
management team with valuable experience in theme parks, family
entertainment, and real estate development in Asia."
"We are delighted to engage with SeaWorld to bring this iconic,
world-class family entertainment brand to China. SeaWorld's
commitment to inspiring guests to protect animals and our oceans is
increasingly relevant to people all around the world," said
Yoshikazu Maruyama, President of
Zhonghong Group's American operation. "Zhonghong Group hopes to
contribute our experience and resources in global tourism and
project development to enhance long-term value to all of SeaWorld's
shareholders. We look forward to a highly collaborative
relationship and to serve as a key partner to grow its business and
further its mission."
Zhonghong Group has entered into a stockholders agreement with
SeaWorld and, effective upon closing of the transaction, SeaWorld
will increase the size of its Board to 11 and Zhonghong Group
executives Yoshikazu Maruyama,
President of Zhonghong Group's American operation, and Yongli Wang, Chief Strategy Officer of Zhonghong
Group, will join the SeaWorld Board providing long-term shareholder
perspectives and substantive expertise in global themed
entertainment and business development in China.
The agreement also contains certain restrictions on Zhonghong
Group's ability to sell its interest in SeaWorld for a period of
two years, limitations on its ability to acquire more than 24.9% of
SeaWorld's outstanding shares without the approval of the
independent directors of SeaWorld's Board and other customary
restrictions including voting and standstill to protect SeaWorld
and all of its stockholders.
Upon receipt of regulatory approvals and satisfaction of other
customary closing conditions, the transaction is expected to close
in the second quarter of 2017. Following the closing contemplated
by the agreements, Blackstone and its affiliates will no longer
hold any interests in SeaWorld or have seats on SeaWorld's
Board.
Biographies of Zhonghong Group Board Designees
Yoshikazu Maruyama recently joined
the Zhonghong Group, a leading real estate development and
diversified leisure and tourism company in Asia. Prior to that, Mr. Maruyama served as
Global Head of Location Based Entertainment for DreamWorks
Animation SKG, where he served from August
2010 until March 2017. From
June 2004 to January 2009, he served as Chief Strategy Officer
and was elected to the Board of Directors of USJ Co., Ltd, owner
and operator of Universal Studios Japan theme park. Mr. Maruyama
held multiple positions at Universal Parks and Resorts from
June 1995 to June 2004, including as Senior Vice President of
International Business Development and Vice President of Strategic
Planning. Mr. Maruyama took a hiatus from Universal Park &
Resorts to support the startup of eToys, an online toy retailer in
1999. Mr. Maruyama also served as a Financial Analyst at J.P.
Morgan & Co. from July 1992 to
June 1995. Mr. Maruyama holds a
Bachelor of Science degree in Operations Research from Columbia University in New York.
Yongli Wang currently serves as
Chief Strategy Officer for Zhonghong Group, where he is primarily
responsible for overseeing all strategic and financial planning
activities, particularly with regard to major investments in the
U.S. and Asia. Prior to that, Mr.
Wang served as a Managing Director of Rothschild China, where he
led several large cross-border merger and acquisition ("M&A")
transactions from 2015 to 2017. From 2014 to 2015, Mr. Wang served
as a Vice President for Royal DSM N.V, a global health, nutrition,
and materials company headquartered in the Netherlands. Previously, Mr. Wang served
as a Managing Director for HSBC China, where he executed multiple
scale cross-border M&A transactions and initial public
offerings, from 2010 to 2014. From 2009 to 2010, Mr. Wang served as
a Vice President and Head of Global Investment and M&A for
Sinochem Group. Previously, Mr. Wang served in various capacities
for Lanxess from 2003 to 2008, including as President and Founding
CEO of Lanxess China and as Managing
Director of Lanxess Hong Kong. From 1996 to 2003, Mr. Wang served
as a Director and Head of Strategy for Bayer China. Mr. Wang holds
a Bachelor degree in Computer Science from Fudan University and a
Masters in Business Administration from the Executive program at
China Europe International Business School.
About SeaWorld Entertainment, Inc.
SeaWorld
Entertainment, Inc. (NYSE: SEAS) is a leading theme park and
entertainment company providing experiences that matter, and
inspiring guests to protect animals and the wild wonders of our
world. The company is one of the world's foremost zoological
organizations and a global leader in animal welfare, training,
husbandry, and veterinary care. The company collectively cares for
what it believes is one of the largest zoological collections in
the world and has helped lead advances in the care of animals. The
company also rescues and rehabilitates marine and terrestrial
animals that are ill, injured, orphaned, or abandoned, with the
goal of returning them to the wild.
The SeaWorld® rescue team has helped more than
29,000 animals in need over the last 50 years.
SeaWorld Entertainment, Inc. owns or licenses a portfolio
of recognized brands including SeaWorld, Busch
Gardens®, and Sea Rescue®. Over its more
than 50-year history, the company has built a diversified portfolio
of 12 destination and regional theme parks that are grouped in key
markets across the United
States, many of which showcase its one-of-a-kind zoological
collection. The company's theme parks feature a diverse array of
rides, shows, and other attractions with broad demographic appeal
which deliver memorable experiences and a strong value proposition
for its guests.
About Zhonghong Group
Zhonghong Group was founded in
1993, and is a diversified holding company headquartered in
Beijing, China, with investments
in real estate, leisure, culture, and tourism industries. Most
recently, the Zhonghong Group acquired Abercrombie & Kent,
Group of Companies, S.A., a major international luxury and
adventure tour operator. Zhonghong Group has over 13,500 employees
globally with varied backgrounds ranging from tourism, finance,
real estate, hospitality, leisure, and recreation.
Zhonghong Holding Co., Ltd. (SHE: 000979) is an affiliate of
Zhonghong Group and was listed in 2010 on the Shenzhen Stock
Exchange. The Company is principally focused on real estate
development and management of leisure, culture, and tourism
projects throughout China, with a large portfolio of land holdings
in China's most strategic tourism destinations.
Forward-Looking Statements
Forward-Looking Statements
in this press release, which are not historical facts, are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are subject to
the "safe harbor" created by those sections. The forward-looking
statements are based upon current expectations, estimates and
projections, and various assumptions, many of which, by their
nature, are inherently uncertain and beyond management's control.
The company generally uses the words such as "might," "will,"
"may," "should," "estimates," "expects," "continues,"
"contemplates," "anticipates," "projects," "plans," "potential,"
"predicts," "intends," "believes," "forecasts," "future",
"guidance", "targeted" and variations of such words or similar
expressions or the negative of these terms or similar
expressions.
These forward looking statements include statements about our
plans and strategies and future events, including Zhonghong Group's
acquisition of an equity interest in the company; the anticipated
timing of the closing of the transaction; the concept development
and design agreements; and the company's expectations with respect
to anticipated revenue resulting from the concept development and
design agreements among other things. These forward-looking
statements are subject to a number of risks, uncertainties and
other important factors, many of which are beyond management's
control, that could cause actual results to differ materially from
the forward-looking statements contained in this press release,
including among others: the risk that closing conditions with
respect to the transaction, including the receipt of regulatory
approvals, may not be satisfied; our ability to execute on our
strategy; the risk that Zhonghong
Holding may be unable to make the required payments under
the concept development and design agreements; the possibility that
the concept development and design agreements might be terminated
early; the inability to protect the company's intellectual property
or the infringement on intellectual property rights of others; and
other risks, uncertainties and factors set forth in the section
entitled "Risk Factors" in the company's most recently available
Annual Report on Form 10-K, as such risks, uncertainties and
factors may be updated in the company's periodic filings with the
Securities and Exchange Commission.
Although the company believes that these statements are based
upon reasonable assumptions, it cannot guarantee future results and
readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's opinions
only as of the date of this press release. Except as required by
law, the company undertakes no obligation to update or revise
forward-looking statements to reflect new information or events or
circumstances that occur after the date of this press release or to
reflect the occurrence of unanticipated events or otherwise.
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SOURCE SeaWorld Entertainment, Inc.