Six Flags Sends Letter to Stockholders; Urges Stockholders Not to Let Red Zone Disrupt the Sale Process
November 18 2005 - 12:48PM
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 Dear
Fellow Six Flags Stockholder: Dan Snyder and his Red Zone team
continue to pursue their consent solicitation with what we see as a
clear goal to disrupt the sale process. Snyder knows that our
process is moving expeditiously, and that we're approaching the
finish line. As we have previously told you, we expect to receive
final bids in early December and we remain confident that we will
end up with an attractive transaction that we will be recommending
to you before year end. SNYDER IS IN CONTROL OF THE CONSENT
SOLICITATION DEADLINE; DON'T LET HIM INFLUENCE THE SALE PROCESS TOO
Now Snyder tells stockholders that he would "welcome a sale of Six
Flags at the right price," and encourages you to place him and his
hand-picked nominees in positions that we believe could disrupt
that sale. Snyder's own words and actions make it perfectly obvious
to us that he would like nothing more than to stop the sale of Six
Flags, no matter how attractive the price. Snyder has worked hard
to put himself in a position to take effective control of your
Company, without paying stockholders for it. Snyder wants you to
believe that the clock is ticking away, and that his consent
solicitation will somehow expire before the sale process concludes.
His statements on the subject have been confusing and misleading,
but we can make it very clear: as discussed in our November 14 open
letter to stockholders, Snyder controls the deadline for the
consent solicitation -- THERE IS NO IMMINENT DEADLINE. So why is
Snyder still trying to rush you to vote now? We think Snyder simply
wants control and does not care whether you get the opportunity to
sell your shares at a premium price. SNYDER COULD DESTROY THE SALE
PROCESS UNDER THE GUISE OF IMPROVING IT Pretending to be a friend
to stockholders, Snyder says that, if he and his designees were to
be elected to the Board, they would improve the sale process. But
his own words suggest just the opposite. He has promised
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." We think you should consider carefully
the implications of Snyder's statements: -- If Snyder were to
disclose prematurely that the bid range was "satisfactory," do you
think any buyer would likely increase its bid? -- 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," don't
you think bidders could 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
knows full well that public statements like these concerning a
confidential sale process could chill the auction. Institutional
Shareholder Services (ISS) recently acknowledged 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. ISS also
recognized 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." We -- and other
Six Flags stockholders -- are concerned, however, that ISS failed
to 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 fact, several
pension fund managers recently told the Washington Post that they
were puzzled that ISS would recommend that stockholders act now
rather than allow the sale process to conclude: "Why not give the
company a chance to complete the auction?" said a pension fund
manager, who spoke on the condition of anonymity because of
sensitivity regarding trading rules. Another fund manager agreed
that a better strategy would be to "see if the company is
successful at auction." (Washington Post, November 16, 2005) 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 enhance their ability to keep
all their options open by continuing to withhold their consent and
evaluate the results of the auction process. 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 risk foreclosing any of your options prematurely. PRESERVE YOUR
CHOICES BY REJECTING RED ZONE'S CONSENT We urge you to protect the
value of your investment by rejecting Snyder, Red Zone and their
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 the Board's sale
process 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. Permission to use quotations in this letter was neither
requested nor obtained *T -0- *T 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 (212) 929-5500 (call
collect) or TOLL-FREE (800) 322-2885 *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
Six Flags (NYSE:PKS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Six Flags (NYSE:PKS)
Historical Stock Chart
From Jul 2023 to Jul 2024