Six Flags Says Snyder's Changing Tactics Still Designed to Chill the Sale Process; Urges Stockholders to Allow the Process to Pr
November 14 2005 - 6:53PM
Business Wire
Six Flags, Inc. (NYSE: PKS) today issued the following open letter
to stockholders: Dear Fellow Stockholder: Having recognized that
his earlier arguments have been unsuccessful in his campaign to
rush Six Flags stockholders to judgment, Dan Snyder has changed his
tactics. He now tells you that he would "welcome a sale of Six
Flags at the right price." But the record of Snyder's words and
actions makes it perfectly obvious to us that the last thing he
wants to see is the sale of Six Flags, no matter how attractive the
price. Instead, from the beginning, Snyder has been singularly
focused on taking effective control of this Company - without
paying stockholders a fair price for all their shares. His latest
letter to Six Flag stockholders, in our view, amply demonstrates
this. -- Snyder criticizes management because "they won't tell you
who is bidding or for how much." Under the guise of transparency,
Snyder promises stockholders that "As members of the Board ... (i)f
the bid range currently under consideration is at unrealistic and
unacceptable prices, we will not hesitate to inform our fellow
shareholders. If the price ranges are satisfactory, we will not
hesitate to inform our fellow shareholders." In other words,
Snyder's plan, if elected as a director, would be to disclose
unilaterally material non-public information about the bids with
full knowledge that this could chill the sale process. -- While
Snyder tries to create the impression of intrigue by referring to a
"secret sale process," he knows that we have structured a
confidential sale process designed to yield maximum value. If
Snyder were to disclose prematurely that the bid range was
"satisfactory," he would likely discourage buyers from increasing
their bids. If, on the other hand, he were to disclose that - in
his opinion and based on his clear agenda to assume effective
control of the Company without paying for it - the bid range is not
"at the right price," bidders could easily be discouraged from
continuing to participate in the process, particularly since they
could expect their bid to be opposed by three of the Company's
directors. -- Snyder is telling stockholders that "We will not
derail or disrupt the sales process," in the same breath he
proposes to take actions that would undermine the auction. Snyder
can't have it both ways. -- We believe Snyder is afraid that the
stockholders will see the results of a sale process that has
attracted a number of bidders who are willing to pay stockholders
for the right to control Six Flags. -- The reality, in our view, is
that Snyder wants to run Six Flags. His "support" for letting the
sale process produce credible results is simply NOT CREDIBLE. One
needs only to read his latest effort to disparage our board and
management to see this with crystal clarity. Ask yourself whether
Snyder would find any sale price credible, given the many
objections and predispositions he has already laced throughout his
most recent letter. -- Snyder's closing plea tells it all. "With
your support, we can be on the right side ..., using our talents to
make Six Flags the premier entertainment company we know it can
be." Could there be any clearer message? Snyder's judgment about
the sale alternative has been predetermined. It rests on what he
clearly wants -- to run Six Flags -- and on what he says he "knows"
about Six Flags' standalone future -- despite what he knows being
based on his and his team's true lack of experience in the theme
park business, and the demonstrable deficiencies and risks we have
already publicly identified in his questionable game plan for
improving Six Flags. -- Snyder's accusation in his letter that
management is engaged in delay tactics is a COMPLETE RED HERRING.
As he should know, sale processes designed to maximize value don't
happen overnight. Ours is no exception, and we certainly are
mindful of the importance of moving expeditiously. -- As we have
already pointed out, despite Snyder's effort in his letter and
subsequent public statements to threaten you with losing your
ability to act by consent because of some suggestion that there is
an imminent deadline, THERE IS NO IMMINENT DEADLINE. More
importantly, we want to be clear -- in the end, Snyder DOES control
the deadline of his consent process. If he simply terminates the
current consent solicitation, requests a new record date (which we
would promptly set) and commences a new solicitation, the deadline
for consents in all likelihood would be in mid to late January.
This would permit the expected timetable for the pending Six Flags
sale process to produce, before the consent deadline, a transaction
capable of being evaluated and, if acceptable, recommended to
stockholders. What is Snyder's excuse now for setting a false
deadline? We urge stockholders to allow the sale process to proceed
to its conclusion; we remain confident that we will be able to
present an attractive transaction for your consideration next
month. Protect the value of your investment by helping insure that
the sale process can proceed unimpeded. 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 BLUE Consent Revocation Card previously sent
to you. 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 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. -0- *T Very truly
yours, /s/ Kieran E. Burke Kieran E. Burke, Chairman and Chief
Executive Officer Six Flags, Inc. *T Six Flags, Inc. is the world's
largest regional theme park company. 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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