Six Flags Sends Letter to Stockholders; Urges Stockholders to Preserve Their Choices by Rejecting Red Zone's Consent
November 11 2005 - 7:31AM
Business Wire
Six Flags, Inc. (NYSE: PKS) today sent the following letter to
stockholders in connection with Red Zone LLC's consent solicitation
urging them not to support the Red Zone proposals: -0- *T WHAT IS
DAN SNYDER SO AFRAID OF AND WHY IS HE TRYING TO RUSH YOU INTO
VOTING? Dear Fellow Six Flags Stockholder: The answer to that
question - what is Dan Snyder so afraid of and why is he trying to
rush you into voting? - is obvious to us. In our view, the last
thing he wants to see is a successful sale of Six Flags. We believe
he wants our sale process to fail so that he can take effective
control of Six Flags without paying full value for all of your
shares. We think that if Snyder wants control of Six Flags, he
should pay stockholders for it! We certainly don't believe that his
misguided "ideas" or highly conditional "offer" to purchase a
minority of the stock at $6.50 per share is a meaningful value
alternative to our sale process. Our recently announced third
quarter and nine month financial results were strong, demonstrating
the successful implementation of our strategic and operational
initiatives. These initiatives repeatedly have been attacked and
criticized by Mr. Snyder. As we see it, Mr. Snyder is trying to run
a "hurry-up offense" to get you to give him your consent to the
election of his nominees before there is even more good news about
Six Flags. In our judgment, Snyder's attempts to sling mud at our
directors and management and denigrate the sale process are simply
a tactic to divert stockholders from focusing on what's important.
Don't be rushed by Snyder into giving your consent before you have
the opportunity to evaluate all of your alternatives! ASK YOURSELF
WHY RED ZONE WANTS YOUR CONSENT BEFORE YOU SEE THE RESULTS OF OUR
SALE PROCESS We think Red Zone has it backwards: you can't afford
NOT to wait to see the results of the sale process. Nothing Red
Zone says can change the following: *T -- Our 2005 operating season
has concluded, having produced strong results. -- Our capital plans
for next year are in place. -- Red Zone wants to secure effective
control of your Company but has refused our repeated invitations to
join the bidding process. -- We have received initial bids from a
number of capable strategic and financial buyers. -- We remain on
schedule with the sale process and are confident we will produce an
attractive transaction to recommend to you next month. -- All
stockholders will have the opportunity to decide for themselves
regarding any transaction that results from this process. -- We
believe there is a major risk that potential buyers would not
pursue the substantial commitment of time and resources necessary
to finalize a transaction if Red Zone succeeds in its consent
solicitation, thereby installing directors who have publicly and
vociferously opposed the sale process. -- In our judgment, Red Zone
offers you no realistic value-creating alternative to the sale
process other than the vague prospect of their below-market, highly
conditional partial tender offer. -0- *T RED ZONE HAS PUBLICLY
OPPOSED THE SALE PROCESS; DON'T TRUST THEM TO RUN IT Red Zone told
you that no "bona-fide buyers" would emerge for the Company; they
were wrong. Now that we have initial bids from a number of capable
strategic and financial buyers, Red Zone "pledges" to review and
evaluate any proposed sale transaction. How can stockholders trust
Red Zone's nominees, who have signed open letters disparaging the
sale process, the Board's motives for pursuing a sale and the
Company's performance, and who have their own motives for wanting
to control the future of your Company? When you look at all these
factors, we think it's clear that Red Zone wants your consent
precisely so you don't have the chance to vote on the result of the
sale process. We believe the only one who can't afford to wait is
Red Zone, because it wants to take over effective control of your
Company, right now, without paying you for it. WE BELIEVE A CONSENT
FOR RED ZONE IS A VOTE AGAINST THE SALE PROCESS; PRESERVE YOUR
CHOICES BY REJECTING RED ZONE'S CONSENT The sale process is moving
as expeditiously as possible, consistent with our objective of
maximizing stockholder value. There is no need to act hastily. We
urge stockholders to see the process to conclusion and evaluate the
options it yields. It is imperative that you do not foreclose your
options prematurely. We urge you to protect the value of your
investment by rejecting Red Zone and its efforts to take effective
control of your Company. First, do not sign Red Zone's white
consent card. Second, if you have previously signed a white consent
card, you may revoke that consent by simply signing, dating and
mailing the enclosed BLUE Consent Revocation Card immediately.
Finally, if you have not signed Red Zone's consent card, you can
show your support for your Board by signing, dating and mailing the
enclosed BLUE Consent Revocation Card. Regardless of the number of
shares you own, your revocation of consent is important. Please act
today. Thank you for your continued support. Very truly yours, /s/
Kieran E. Burke Kieran E. Burke, Chairman and Chief Executive
Officer Six Flags, Inc. Additional Information: In a letter to Six
Flags' stockholders dated November 2, 2005, Six Flags stated that
it has "significantly outperformed its peers in 2005." That
statement should have read: "In 2005, we significantly outperformed
Cedar Fair, L.P., a company which Red Zone acknowledges is our
closest publicly-traded peer." WE URGE YOU TO DISCARD ANY WHITE
CONSENT CARDS THAT YOU RECEIVE FROM RED ZONE If you have any
questions or require assistance in voting your BLUE consent
revocation card, please call MacKenzie Partners at the phone
numbers listed below. MacKenzie Partners, Inc. 105 Madison Avenue
New York, NY 10016 proxy@mackenziepartners.com Call collect: (212)
929-5500 or Toll-Free: (800) 322-2885 *T Six Flags, Inc. is the
world's largest regional theme park company. In response to the
tender offer by Red Zone, if and when commenced, 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 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
(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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