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The Interpreter

CEDAR FAIR TO BE SOLD?

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New Lawsuit By 17 Unitholders Seeks Class Action Against Cedar Fair:

 

Seventeen unitholders stand together to stop the sale of Cedar Fair.

 

A lawsuit consolidating 11 complaints reiterates the unitholders' concerns the sale price of $11.50 per unit undervalues the company's worth and unfairly deprives them of the profits they seek.

 

The new lawsuit argues the process and discussions that led up to the Dec. 16 sale agreement to Apollo Global Management was flawed. It also claims the preliminary proxy statement contains flawed or incomplete information, which could influence how unitholders vote on the sale....

Lawyers for Cedar Fair and Apollo Global Management have until Feb. 9 to respond to the new lawsuit and intend to ask for the case to be dismissed.

 

http://www.sanduskyregister.com/articles/2...ont/1892785.txt

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JUST IN: CHIPS CONTINUE TO PILE UP AGAINST CF DEAL:

 

A new SEC filing by Geoffrey Raynor, a Texas investor opposed to the proposed acquisition of Cedar Fair by Apollo Global Management, shows that he now controls 17 percent of Cedar Fair's voting units....

 

http://www.sanduskyregister.com/articles/2...77586391735.txt

 

Between Raynor and other investment firms, the announced no votes are getting ever nearer the 33.4 percent needed to stop the deal. One must also wonder why Mr. Raynor keeps acquiring more and more FUN, unless it be to do a hostile takeover and oust current management in an attempt to maximize value.

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TEXAN SET TO BLOCK CEDAR FAIR SALE:

 

 

http://www.sanduskyregister.com/articles/2...ont/1907118.txt

 

 

According to the Sandusky Register, between Raynor's various holdings and Neuberger Berman, an investment company, the two largest holders now control 25.6 percent of the voting units.

 

This means that in order for this to pass, just a bit less than 89.6 percent of the remaining units would have to vote for this proposal. Though not impossible, it almost is. Units whose holders do not vote will be counted as voting against the proposal.

 

Separately, FUN's earning release is today.

 

http://www.learningmarkets.com/News-Feed/2...td-lyv-cuk.html

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FOUNDER OF APOLLO SAYS UNCLEAR IF CEDAR FAIR DEAL WILL CLOSE:

 

...New York-based Apollo in December struck a classic leveraged buyout, agreeing a $2.4 billion deal to buy theme park operator Cedar Fair (FUN.N). Still, Black said it was unclear if that deal will close. While Apollo has financing for the deal, it is being challenged by some shareholders who argue that the deal undervalues the stock....

 

http://www.reuters.com/article/idUSLDE6182IO20100209

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MEETING SCHEDULED:

 

DEFINITIVE PROXY STATEMENT FILED

 

 

CEDAR FAIR SCHEDULES SPECIAL MEETING OF UNITHOLDERS TO VOTE ON PROPOSED MERGER WITH AFFILIATES OF APOLLO GLOBAL MANAGEMENT

SANDUSKY, Ohio, February 10, 2010 – Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that a Special Meeting of Unitholders will be held on March 16, 2010 at 9:00 a.m. local time. At the Special Meeting, unitholders will have the opportunity to consider and approve a proposal concerning the previously announced acquisition by affiliates of Apollo Global Management, pursuant to which Cedar Fair unitholders will receive $11.50 in cash for each Cedar Fair limited partnership unit that they hold. Cedar Fair unitholders of record as of the close of business on February 12, 2010 will be entitled to vote at the Special Meeting. The meeting will be held at The Sandusky State Theater in Sandusky, Ohio. A definitive proxy statement related to the merger was filed with the Securities and Exchange Commission today and will be mailed to Cedar Fair unitholders. It will also be available on the Company's website at www.cedarfair.com/ir/proxy. The definitive proxy statement contains important information about the terms of the merger, and unitholders are urged to read it carefully. The Company noted that it will release its fourth quarter 2009 and year-end results after market closing on February 11, 2010. About Cedar Fair Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract. Forward-Looking Statements Some of the statements contained in this news release (including information included or incorporated by reference herein) may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company's expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company's future financial performance and cause actual results to differ materially from the Company's expectations, including uncertainties associated with the proposed sale of the Company to an affiliate of Apollo Global Management, the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction, the ability of third parties to fulfill their obligations relating to the proposed transaction, the ability of the parties to satisfy the conditions to closing of the merger agreement to complete the transaction and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the "SEC"). Additional information on risk factors that may affect the business and financial results of the Company can be found in the Company's Annual Report on Form 10-K and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information About This Transaction This news release may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, on February 10, 2010 the Company filed a definitive proxy statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy are being mailed to the Company's unitholders of record as of February 12, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC's website, www.sec.gov. The Company's unitholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company's website, www.cedarfair.com or by contacting MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at cedarfair@mackenziepartners.com. The Company and its directors and executive officers and certain other members of its management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

# # # #

 

Source: Cedar Fair Entertainment Company

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http://www.businesswire.com/portal/site/ho...amp;newsLang=en

 

Q Funding Sends Letter to Cedar Fair Unitholders Urging Them to Vote Against the Pending Transaction with Apollo Global Management

 

Largest Cedar Fair Unitholder Notes Transaction Substantially Undervalues the Company and Ignores Other Alternatives to Return Value to Investors

 

FORT WORTH, Texas--(BUSINESS WIRE)--Q Funding III, L.P. and Q4 Funding, L.P., which together own approximately 18 percent of Cedar Fair, L.P.’s units, sent the following letter to the company’s unitholders today urging them to vote against Apollo Global Management's proposed acquisition of the company.

 

A full text of the letter follows:

 

February 18, 2010

 

Dear Fellow Unitholders of Cedar Fair, L.P.:

 

As the largest unitholder of Cedar Fair, we urge you to vote AGAINST the proposed acquisition of our company by Apollo Global Management. This transaction, we believe, substantially undervalues the company.

 

Apollo Global Management late last year made an offer to acquire all units of Cedar Fair for $11.50 per unit. Cedar Fair’s Board recently sent you proxy materials asking you to approve the transaction even though the proposed buyout price represents what we believe to be a “bargain basement” price struck during one of the worst economic climates this country has ever seen.

 

We are Cedar Fair’s largest unitholder with currently approximately 18% of the units, and we are voting AGAINST the transaction. We urge all other unitholders to do the same. It is unfortunate that throughout this past year the units have declined as the company both endured the recent recession and battled increasingly restrictive covenants under its bank agreement, all resulting in the suspension of distributions to unitholders.

 

Apollo Global Management, a very sophisticated investor, is evidently trying to take advantage of this “perfect storm” of events to buy the company for well below what we believe to be its inherent value, particularly given the improving economy and financial markets. In our opinion, this is the exact wrong time to sell the company.

 

Since the transaction was originally announced, we believe the bank funding markets have continued to improve, and we also believe the company may be able to negotiate with its current bank group to allow some cash distributions to unitholders. In our view, as evidence the bank funding markets are improving, we need to look no further than Apollo Global Management’s success in securing approximately $1.95 billion in debt to help finance their potential transaction, a figure that is higher than the $1.63 billion of debt that Cedar Fair had outstanding on its balance sheet as of December 31, 2009.

 

We are a firm believer in this company and feel that as the economy improves, it has every chance of returning to the same unit valuations it achieved before the recession. We hope that you feel the same way and will join us in voting AGAINST this transaction.

 

Sincerely Yours,

Q Funding III & Q4 Funding

 

Vote AGAINST the proposed acquisition of our company by Apollo Global Management!

You should be receiving Cedar Fair’s proxy materials directly from the company. We are not soliciting proxies, so please cast your vote AGAINST the acquisition directly on Cedar Fair’s proxy card by submitting your proxy by phone, internet or by checking the “AGAINST” box on the proxy card you receive from Cedar Fair and signing, dating and returning the card to the company. If you have any questions or need assistance in voting your units, please call D.F. King & Co., Inc., which is assisting us, toll free at 1-800-735-3591.

Only your latest dated proxy card counts so you can change your vote even if you have previously voted. The Special Meeting is scheduled for March 16, 2010.

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Cedar Fair Press Release: http://www.cedarfair.com/ir/press_releases/index.cfm

 

SPECIAL MEETING OF CEDAR FAIR UNITHOLDERS REGARDING PROPOSED MERGER POSTPONED TO APRIL 8, 2010

SANDUSKY, Ohio, March 15, 2010 – Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that, pursuant to the terms of the merger agreement with affiliates of Apollo Global Management, the special meeting of unitholders to consider and vote on the merger agreement, which had been scheduled for March 16, 2010, has been postponed. The special meeting of unitholders will now be held on April 8, 2010. Additional information regarding the meeting, including time and location, will be provided at a later date.

 

The special meeting has been postponed for the purpose of soliciting additional votes and proxies and giving unitholders additional time to consider and vote on the proposed acquisition. During this time, unitholders will continue to be able to vote their units, or to change their previously cast votes.

 

Cedar Fair unitholders are reminded that their vote is extremely important, no matter how many or how few units they own. Unitholders are advised that if they have any questions or need any assistance in voting their units, they should contact Cedar Fair’s proxy solicitor, Mackenzie Partners, Inc., toll-free, at 1-800-322-2885.

 

About Cedar Fair

Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract.

 

Forward Looking Statements

Some of the statements contained in this press release (including information included or incorporated by reference herein) may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to Cedar Fair L.P.’s (“Cedar Fair” or the “Company”) expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company's future financial performance and cause actual results to differ materially from the Company's expectations, including uncertainties associated with the proposed sale of the Company to an affiliate of Apollo Global Management, the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction, the ability of third parties to fulfill their obligations relating to the proposed transaction, the ability of the parties to satisfy the conditions to closing of the merger agreement to complete the transaction and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the "SEC"). Additional information on risk factors that may affect the business and financial results of the Company can be found in the Company's Annual Report on Form 10-K and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Additional Information About This Transaction

This press release may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, on February 10, 2010 the Company filed a definitive proxy statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy were mailed to the Company’s unitholders of record as of February 12, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The Company’s unitholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company’s website, www.cedarfair.com or by contacting MacKenzie Partners, Inc., by toll-free telephone at 800-322-2885 or by e-mail at cedarfair@mackenziepartners.com

 

The Company and its directors and executive officers and certain other members of its management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

 

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please call MacKenzie Partners at the phone numbers listed below.

105 Madison Avenue

New York, NY 10016

cedarfair@mackenziepartners.com

(212) 929-5500 (Call Collect)

Or TOLL-FREE (800) 322-2885

 

Contacts

 

Stacy Frole

Cedar Fair Entertainment Company

419-627-2227

 

Dan Katcher / Jeremy Jacobs

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

 

Dan Burch / Laurie Connell

MacKenzie Partners

800-322-2885

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KNOTTS VOTED NO!

 

...Besides Q Funding, mutual fund Neuberger Berman LLC, which controls shares totaling 9.6 percent, was against the deal. And yesterday, Stephen R. Knott, of Cedar Fair's Knott's Berry Farm theme park in California, said the family's shares totaling 3.6 percent were cast as "no" votes....

 

Add Q's 18.1 percent and you are already at 31.3 percent no votes. Even if no one else voted no, if only 2.1 percent of the units' ballots were not returned...

 

http://toledoblade.com/apps/pbcs.dll/artic...INESS03/3180354

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^ Does the Knott's family have something against Cedar Fair. I read something about the family once on the "merge" and Mr. Knott did not seem very pleased...

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IF this deal were to go through, Mr. Kinzel would continue to share in the future of Cedar Fair, while the Knott family would be frozen out and have no voice or share of any of it...

 

Imagine how this would make you feel if you were the Knott's, and years ago had sold Knott's Berry Farm to Cedar Fair LP but got in return a relatively large share in what is now Cedar Fair...only to see Mr. Kinzel keep right on sharing in the company while you are forced to sell out (if the 2/3 majority had been obtained). I doubt you would be very happy.

Edited by The Interpreter

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Cedar Fair Press Release: http://www.cedarfair.com/ir/press_releases...mp;story_id=235

 

CEDAR FAIR AND AFFILIATES OF APOLLO GLOBAL MANAGEMENT MUTUALLY TERMINATE MERGER AGREEMENT

 

Company Adopts Unitholder Rights Plan

 

SANDUSKY, Ohio, April 6, 2010 – Cedar Fair Entertainment Company (the “Company”) (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today announced that it and affiliates of Apollo Global Management, a leading global alternative asset manager, have mutually agreed to terminate the previously announced definitive merger agreement.

 

Consistent with the terms of the agreement, Cedar Fair will pay Apollo $6.5 million to reimburse Apollo for certain expenses incurred in connection with the transaction. In addition, both parties will release each other from all obligations with respect to the proposed merger transaction as well as from any claims arising out of or relating to the merger agreement.

 

As a result of the termination of the merger agreement, the Special Meeting of Unitholders to be held on April 8, 2010 has been cancelled. The Company will hold its 2010 Annual Meeting of Unitholders on Monday, June 7, 2010, for unitholders of record as of April 23, 2010.

 

Dick Kinzel, chairman, president and chief executive officer of the Company, said, “The Board has heard from Cedar Fair unitholders and it is apparent that the merger transaction does not have the required level of investor support. We are honored and excited by the opportunity to continue to manage and operate Cedar Fair as a public company and to provide our guests with an outstanding experience.

 

“Our 2010 operating season is upon us, and we have already introduced major new attractions at two of our parks. Intimidator305, a 305-foot-tall roller coaster at Kings Dominion, and Intimidator, a 232-foot-tall roller coaster at Carowinds, both had very successful opening days. We hope to continue this momentum across the rest of our properties and throughout the operating season. As we execute on our business objectives, we will also be evaluating next steps to address our capital structure. The Board and management team remain committed to acting in the best interests of all Cedar Fair unitholders. We appreciate the feedback that we have received from unitholders as well as Apollo’s interest in Cedar Fair and their cooperation and professionalism throughout the process.”

 

In order to allow adequate time to evaluate all options, a unitholder rights plan (the “Rights Plan”) has been adopted. The Rights Plan is designed to enable all unitholders to realize the long-term value of their investment in the Company and to ensure that all unitholders receive fair and equal treatment in the event of any hostile attempt to gain control of the Company. The Rights Plan is not designed to prevent transactions that treat all Cedar Fair unitholders fairly.

 

Under the plan, the rights will initially trade together with the Company’s units and will not be exercisable. The rights will generally become exercisable after a person or group becomes a beneficial owner of 20% or more of the Company’s units. The rights will expire on April 5, 2013, unless earlier redeemed, exchanged, or amended.

 

The Rights Plan was not adopted in response to any specific effort to acquire control of the Company, but as an appropriate preventative measure to ensure all unitholders are protected while the board of directors considers next steps. A copy of the merger termination agreement and the Rights Plan have been filed with the Securities and Exchange Commission and can also be found on the Company’s website at www.cedarfair.com/ir/financial/sec.

 

About Cedar Fair

Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract.

 

Forward Looking Statements

Some of the statements contained in this news release may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to Cedar Fair L.P.’s expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company’s control and could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company’s future financial performance and cause actual results to differ materially from the Company’s expectations, including general economic conditions, competition for consumer leisure time and spending, adverse weather conditions, unanticipated construction delays and the risk factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the “SEC”). Additional information on risk factors that may affect the business and financial results of the Company can be found in the Company’s Annual Report on Form 10-K and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. This news release and prior news releases are available online at www.cedarfair.com.

 

Contacts

 

Stacy Frole

Cedar Fair

419-627-2227

 

Dan Katcher / Jeremy Jacobs

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

 

 

# # #

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