Six Flags to Pursue Possible Sale of the Company
August 25 2005 - 8:00AM
Business Wire
Six Flags, Inc. (NYSE: PKS) today announced that the company's
Board of Directors has unanimously determined to seek proposals
from third parties regarding a possible sale of the company. The
process initiated by the Board is designed to result in the receipt
of full and fair value by all Six Flags stockholders for all of
their shares. Six Flags intends to pursue a prompt and orderly
auction process, and will invite Red Zone LLC, the investment
vehicle managed and controlled by Mr. Daniel Snyder, to participate
in the process, should Mr. Snyder have a serious interest in
pursuing an acquisition of the entire company. The Board of
Directors has also unanimously determined to oppose Red Zone's
attempt to gain effective control of the company through its
previously announced intention to initiate a consent solicitation
and partial tender offer for Six Flags stock, if and when that
consent solicitation and offer are commenced. If Red Zone commences
a consent solicitation, the Board urges Six Flags stockholders not
to sign any consent form they may receive from Red Zone and will
request that stockholders revoke any consent they may give. Michael
Gellert, presiding independent director of Six Flags' Board of
Directors, stated, "The Board believes that initiating a sale
process at this time is the best way to deliver full and fair value
to all Six Flags stockholders, particularly in light of the recent
strong, broad-based performance of Six Flags' parks and the
proposed actions by Red Zone, which is seeking to acquire effective
control of the Company without providing value to all stockholders.
Whether or not Red Zone participates in our auction process, we
certainly hope it will not take any action which would impede our
ability to maximize value for all stockholders." Kieran Burke,
chairman and CEO of Six Flags, said, "Our management team continues
to implement a comprehensive strategy for improving performance
based on investment in new attractions, enhanced guest services,
and a well-received marketing campaign. We have seen strong
evidence of the soundness of this strategy with sharply improved
performance this year, evidenced by our improved revenues and
attendance during the second quarter, and year to date park
revenues pacing ahead of prior year at virtually all of our parks.
We will remain focused on continuing this momentum as we conduct
the sale process and head into the last part of our peak summer
season." The Company noted that there can be no assurance that any
sale or other transaction will result from this effort or as to the
terms thereof. Lehman Brothers and Allen & Company LLC are
serving as financial advisors to Six Flags, Weil, Gotshal &
Manges LLP is serving as legal advisor to Six Flags and Skadden,
Arps, Slate, Meagher & Flom LLP is serving as legal advisor to
Six Flags' independent directors. Six Flags, Inc. is the world's
largest regional theme park company. Additional Information: Six
Flags, Inc. and its directors may be deemed to be participants in
the solicitation of consent revocations from stockholders of Six
Flags. Information regarding the names of Six Flags' directors and
their respective interests in Six Flags by security holdings or
otherwise is set forth in Six Flags' proxy statement relating to
the 2005 annual meeting of stockholders, which may be obtained free
of charge at the SEC's website at www.sec.gov and Six Flags'
website at www.sixflags.com. Six Flags, Inc. intends to file a
Consent Revocation Statement on Schedule 14A with the SEC.
Investors and security holders are advised to read Six Flags'
Consent Revocation Statement, when it becomes available, because it
will contain important information. Investors and security holders
may obtain a free copy of the Consent Revocation Statement on
Schedule 14A (when filed) free of charge at the SEC's website at
www.sec.gov. Six Flags, Inc. also will provide a copy of these
materials without charge on its website at www.sixflags.com. In
response to any tender offer that may be commenced by Red Zone or
any affiliate thereof, Six Flags will file with the SEC its
recommendation to stockholders on Schedule 14D-9 regarding the
tender offer and any amendments thereto. Investors and security
holders are advised to read Six Flags' Solicitation/Recommendation
Statement on Schedule 14D-9, if and when it is filed and becomes
available, because it will contain important information. Investors
and security holders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9 (if and
when it is filed and becomes available) free of charge at the SEC's
website at www.sec.gov. Six Flags, Inc. also will provide a copy of
these materials without charge on its website at www.sixflags.com.
Forward Looking Statements The information contained in this news
release, other than historical information, consists of
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act.
These statements may involve risks and uncertainties that could
cause actual results to differ materially from those described in
such statements. These risks and uncertainties include, among
others, the costs of reviewing and responding to the unsolicited
offer and consent solicitation, and other impacts of the proposed
offer on Six Flags' operations. Although Six Flags believes that
the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors, including factors
impacting attendance, such as local conditions, events,
disturbances and terrorist activities, risks of accidents occurring
at Six Flags' parks, adverse weather conditions, general economic
conditions (including consumer spending patterns), competition,
pending, threatened or future legal proceedings and other factors
could cause actual results to differ materially from Six Flags'
expectations. Reference is made to a more complete discussion of
forward-looking statements and applicable risks contained under the
captions "Cautionary Note Regarding Forward-Looking Statements" and
"Business - Risk Factors" in Six Flags' Annual Report on Form 10-K
for the year ended December 31, 2004, which is available free of
charge on Six Flags' website at www.sixflags.com
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