An affiliate of Apollo Global Management, LLC (NYSE: APO)
(“Apollo”) and CEC Entertainment, Inc. (NYSE: CEC) (“CEC” or the
“Company”) today announced the successful completion of the
previously announced transaction, whereby Apollo, a leading global
alternative investment manager, will acquire CEC, the nationally
recognized leader in family dining and entertainment which operates
577 Chuck E. Cheese’s stores.
“We are excited to announce the completion of this transaction,”
said Scott Ross, Partner at Apollo. “We look forward to working
alongside CEC’s strong management team, dedicated employees and
franchise partners to support the Company’s growth. Throughout the
U.S. and increasingly around the world, the Chuck E. Cheese’s brand
has become synonymous with quality, safe and fun family
entertainment.”
The acquisition was effected through a tender offer followed by
a merger. The tender offer, which was made at $54.00 per share
pursuant to the agreement and plan of merger entered into by
affiliates of Apollo and CEC on January 15, 2014, expired as
scheduled at 9:30 a.m., New York City time, on Friday, February 14,
2014. In accordance with the merger agreement, Apollo and CEC
subsequently completed the acquisition by merging CEC with an
affiliate of Apollo. As a result of the tender offer and the
merger, CEC will become a privately-held, wholly-owned subsidiary
of affiliates of Apollo and CEC’s common stock will cease trading
on the NYSE.
Excluding CEC shares tendered by notice of guaranteed delivery,
a total of approximately 11,953,853 shares of common stock,
representing approximately 68% of the outstanding shares on a fully
diluted basis, were tendered into and not withdrawn from the tender
offer. According to the terms of the tender offer, shares that
were validly tendered (other than shares tendered by guaranteed
delivery where actual delivery has not occurred) and not withdrawn
have been accepted for payment. In connection with the subsequent
merger of CEC with an affiliate of Apollo, all shares not validly
tendered in the tender offer were cancelled and converted into the
right to receive $54.00 per share.
“We look forward to starting the next chapter in the long
standing history of Chuck E. Cheese’s in partnership with Apollo,”
stated Michael H. Magusiak, President and CEO of CEC. “We believe
this merger provides many opportunities for our team as we continue
to evolve and grow our business around the world while continuing
to provide our guests with an outstanding experience. Dick Frank
(Executive Chairman) and I especially want to take this opportunity
to thank all of our talented and dedicated team members both in
operations and at the support center for your many contributions
that have made Chuck E. Cheese’s the leader in family
entertainment.”
Goldman, Sachs & Co. is serving as financial advisor to the
Company, and Weil, Gotshal & Manges LLP is serving as the
Company’s legal advisor. Deutsche Bank Securities Inc., Credit
Suisse, Morgan Stanley and UBS Securities LLC are serving as
financial advisors to Apollo and provided debt financing. Wachtell,
Lipton, Rosen & Katz and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are serving as Apollo’s legal advisors.
About Apollo Global Management
Apollo (NYSE: APO) is a leading global alternative investment
manager with offices in New York, Los Angeles, Houston, London,
Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had
assets under management of approximately $161 billion as of
December 31, 2013, in private equity, credit and real estate funds
invested across a core group of nine industries where Apollo has
considerable knowledge and resources. For more information about
Apollo, please visit www.agm.com.
About CEC Entertainment, Inc.
For more than 30 years, CEC Entertainment, Inc. has served as
the nationally recognized leader in family dining and entertainment
and the place Where a Kid can be a Kid®. The company and its
franchisees operate a system of 577 Chuck E. Cheese’s stores
located in 47 states and 10 foreign countries or territories.
Currently, 522 locations in the United States and Canada are owned
and operated by the company. CEC Entertainment, Inc. and its
franchisees have the common goal of creating lifelong memories for
families through fun, food and play. Each Chuck E. Cheese’s
features musical and comic robotic entertainment, games, rides and
play areas, as well as a variety of dining options including pizza,
sandwiches, wings, appetizers, a salad bar and desserts. Committed
to providing a fun, safe environment, Chuck E. Cheese’s helps
protect families through industry-leading programs such as Kid
Check®.
Chuck E. Cheese’s aims to promote positive, lifelong memories
inside and outside of its stores. In addition to providing a fun
entertainment experience for millions of families across the world,
Chuck E. Cheese’s has donated more than $10 million to schools
through its fundraising programs. For more information, see the
company’s website at www.chuckecheese.com or connect with them on
Facebook, Twitter, Pinterest, YouTube and foursquare.
Forward-Looking Statements
Statements herein regarding the proposed transaction among
Apollo and CEC, future financial and operating results, benefits
and synergies of the transaction, future opportunities for the
combined company and any other statements about future expectations
and the intent of any parties about future actions constitute
“forward-looking statements” as defined in the federal securities
laws. Forward-looking statements may be identified by words such as
“believe,” “expects,” “anticipates,” “projects,” “intends,”
“should,” “estimates” or similar expressions. Such statements are
based upon current beliefs, expectations and assumptions and are
subject to significant risks and uncertainties. There are a number
of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including, among other things, risks relating to the
expected timing, consummation, and financial benefits of the tender
offer and the merger. Apollo and CEC believe these forward-looking
statements are reasonable; however, undue reliance should not be
placed on any forward-looking statements, which are based on
current expectations. All written and oral forward-looking
statements attributable to Apollo and CEC or persons acting on
Apollo’s or CEC’s behalf are qualified in their entirety by these
cautionary statements. Further, forward-looking statements speak
only as of the date they are made, and Apollo and CEC undertake no
obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time unless required by
law. Past financial or operating performance is not necessarily a
reliable indicator of future performance and you should not use our
historical performance to anticipate results or future period
trends.
Additional factors that may affect future results are contained
in CEC’s filings with the Securities and Exchange Commission (the
“SEC”), including its Annual Report on Form 10-K for the year ended
December 29, 2013 and subsequent filings, which are available
at the SEC’s Web site http://www.sec.gov. The information set forth
herein speaks only as of the date hereof, and any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date hereof is hereby disclaimed
unless required by law.
For Apollo Global Management, LLC:InvestorsGary M.
Stein, 212-822-0467Head of Corporate
Communicationsgstein@apollolp.comorNoah Gunn, 212-822-0540Investor
Relations Managerngunn@apollolp.comorMediaJoele Frank,
Wilkinson Brimmer KatcherDan Katcher,
212-355-4449dkatcher@joelefrank.comorJonathan Keehner,
212-355-4449jkeehner@joelefrank.comorFor CEC
Entertainment:InvestorsTiffany B. Kice,
972-258-4525Executive Vice President, Chief Financial Officer &
TreasurerorMediaMichelle Chism, 972-258-5529Director,
Corporate CommunicationsMChism@cecentertainment.com
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