Peak Resorts Shareholders Approve Merger Agreement for Acquisition by Vail Resorts
September 20 2019 - 4:05PM
Peak Resorts, Inc. (Nasdaq:SKIS) (“Peak Resorts” or the “Company”),
a leading owner and operator of high-quality, individually branded
U.S. ski resorts, today announced that the Company’s
shareholders, at a special meeting held today (the “Special
Meeting”), approved the merger agreement for the acquisition of the
Company by Vail Resorts, Inc. (NYSE: MTN) (“Vail Resorts”). Under
the terms of the merger agreement, Peak Resorts’ common
shareholders will be entitled to receive $11.00 per share in cash
at the closing of the acquisition. The transaction is expected to
close on or about September 24, 2019.
Upon completion of the acquisition, Peak Resorts
will become privately held as an indirect, wholly-owned subsidiary
of Vail Resorts.
According to the final voting results,
approximately 89% of the Company’s outstanding shares, as of the
close of business on August 19, 2019, the record date, voted in
favor of the merger agreement, assuming the conversion of the
shares of Series A preferred stock. No shareholder as of the record
date has filed with the Company, before or at the Special Meeting,
a written objection to the merger that was approved at the Special
Meeting.
The consummation of the merger remains subject
to the satisfaction or waiver of certain other closing conditions
set forth in the merger agreement and discussed in detail in the
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission (“SEC”) by the Company on August
20, 2019, as supplemented by the supplemental disclosures filed
with the SEC by the Company on August 29, 2019, September 4, 2019
and September 11, 2019.
About Peak ResortsHeadquartered
in Missouri, Peak Resorts is a leading owner and operator of
high-quality, individually branded ski resorts in the U.S. The
Company operates 17 ski resorts primarily located in the Northeast,
Mid-Atlantic and Midwest, 16 of which are company owned.
The majority of the resorts are located within
100 miles of major metropolitan markets, including New York City,
Boston, Philadelphia, Baltimore, Washington D.C., Cleveland, Kansas
City and St. Louis, enabling day and overnight drive accessibility.
The resorts under the company's umbrella offer a breadth of
activities, services and amenities, including skiing, snowboarding,
terrain parks, tubing, dining, lodging, equipment rentals and
sales, ski and snowboard instruction, and mountain biking, golf and
other summer activities. To learn more, visit the Company’s website
at ir.peakresorts.com or follow Peak Resorts on Facebook for
resort updates.
For further information, or to receive future
Peak Resorts news announcements via e-mail, please contact JCIR, at
212-835-8500 or skis@jcir.com.
Forward Looking StatementsThis
news release contains forward-looking statements regarding the
future outlook and performance of Peak Resorts, within the meaning
of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this news release include,
without limitation, statements related to: the timing of and the
ability to close the potential merger. These and other
forward-looking statements are based on management’s current views
and assumptions and involve risks and uncertainties that could
significantly affect expected results. Results may be materially
affected by factors such as, but not limited to: the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement; the failure to satisfy the
closing conditions in the merger agreement; the outcome of any
legal proceeding relating to the proposed merger; and other risks
described in the Company’s filings with the SEC. Actual results
could differ materially from those projected in the forward-looking
statements. The Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except as may be
required by law.
Contacts
Peak Resorts, Inc.:Investors
and Media:Norberto Aja, Jim Leahy, Joseph JaffoniJCIR212-835-8500
or skis@jcir.com
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