Six Flags Urges Stockholders to Help Facilitate Successful Completion of Sale Process; Six Flags Strongly Recommends That Stockh
November 15 2005 - 8:02AM
Business Wire
Six Flags, Inc. (NYSE: PKS) announced today in response to the
report released by Institutional Shareholder Services Inc. (ISS):
"While we are obviously disappointed with the ultimate decision by
ISS to support a Red Zone consent before completion of the sale
process, we appreciate ISS's recognition that the Company's sale
process could result in full and fair value being received by Six
Flags stockholders for all of their shares at a premium that should
incorporate the improved outlook for the Company. We are also
pleased that ISS recognizes the importance to stockholders of
having the process proceed unimpeded to a conclusion so that
stockholders "not give up the 'free option' inherent in the auction
process." However, we are convinced that ISS did not properly take
into account the potential risk to stockholders that a successful
completion by Red Zone of its consent solicitation could have a
chilling effect on the sale process. In our view, the sale process
could be disrupted by the election to the Board of individuals who
have vehemently argued against the directors' decision to conduct
the process and who have stated their desire to be placed in senior
management positions to run the Company. As ISS notes the Red Zone
designees "are asking for de facto operational control in the
middle of a sale process." Stockholders are much better off, in our
view, letting the sale process proceed to its conclusion, prior to
making any decision on the consent process. We therefore urge
stockholders not to support Red Zone's proposals and not to sign
Red Zone's white consent form. As previously announced, we are
targeting early December to receive final bids and we remain
confident that we will end up with an attractive transaction that
we will be recommending to stockholders before the end of December.
Contrary to the ISS report, our decision to pursue a possible sale
reflects our confidence in our plans for the Company coupled with
our recognition of the substantial threat to stockholder value
posed by the Red Zone consent solicitation. As discussed in our
consent revocation materials, management and the Board are fully
supportive of the Company's plans as the right direction for Six
Flags. In that regard, we are pleased that ISS acknowledges the
positive operating results delivered through the implementation of
these plans. The Board also remains concerned by Red Zone's effort,
through its various proposals, to gain effective control of the
Company -- as acknowledged by ISS -- and the possible adverse
effect, in Six Flags' view, that the implementation by Red Zone of
its plans for the business could have on Six Flags. We note that
many ISS clients make their own voting decisions with respect to
proposals relating to mergers and acquisitions activity and
contested elections of directors and we strongly encourage ISS
clients and all other stockholders to keep all their options open
by continuing to withhold their consent and evaluate the results of
the auction process. Stockholders should not sign Red Zone's white
consent card. If stockholders have previously signed a white
consent card, they may revoke that consent by immediately signing,
dating and mailing the BLUE Consent Revocation Card previously sent
to them. Stockholders may support their current Board by signing,
dating and mailing the BLUE Consent Revocation Card." 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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