Company Provides Notice To Apollo Under Merger Agreement
NEW YORK -- (Business Wire)
Great Wolf Resorts, Inc. (NASDAQ: WOLF) (“Great Wolf”) today announced
that its Board of Directors, has received a committed offer from KSL
Capital Partners (“KSL”) to acquire Great Wolf for $7.00 per share in
cash, subject to the terms and conditions of the merger agreement
provided with the offer (the “KSL Offer”). In consultation with its
independent financial and legal advisors, the Great Wolf Board has
determined that the KSL Offer constitutes a “Superior Proposal” under
the terms of the Agreement and Plan of Merger, dated March 12, 2012, as
amended on April 6, 2012 (the “Apollo Merger Agreement”), between Great
Wolf and affiliates of Apollo Global Management (NYSE: APO) ( “Apollo”).
In accordance with the terms of the Apollo Merger Agreement, Great Wolf
has provided written notice to Apollo that Great Wolf is prepared to
terminate the Apollo Merger Agreement subject to Apollo’s right to make
adjustments, within three business days (prior to 11:59 pm New York City
time on April 18, 2012), to the terms and conditions of the Apollo
Merger Agreement so that it results in a transaction that is no less
favorable to Great Wolf stockholders than the KSL Offer.
There can be no assurance that a transaction with KSL will result, and
in accordance with the terms and conditions of the Apollo Merger
Agreement, the Great Wolf board has not withdrawn, modified, amended or
qualified its recommendation with respect to the tender offer and other
transactions contemplated by the Apollo Merger Agreement, and is not
making any recommendation at this time with respect to the KSL Offer.
Nor has the Great Wolf board approved, adopted, endorsed, recommended,
or otherwise declared advisable the KSL Offer, or proposed that the KSL
Offer be approved, adopted, endorsed, recommended or otherwise declared
advisable. That decision will be made at the conclusion of the three
business day period during which Apollo will consider its options
pursuant to the Apollo Merger Agreement. The KSL Offer will expire at
5:00 pm New York City time on April 19, 2012.
Deutsche Bank Securities Inc. is serving as financial advisor to the
Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young
Conaway Stargatt & Taylor, LLP are serving as the Company’s legal
advisors.
About Great Wolf Resorts, Inc.
Great Wolf Resorts, Inc.® (NASDAQ: WOLF), Madison, Wis., is North
America’s largest family of indoor waterpark resorts, and, through its
subsidiaries and affiliates, owns and operates its family resorts under
the Great Wolf Lodge® brand. Great Wolf Resorts is a fully integrated
resort company with Great Wolf Lodge locations in: Wisconsin Dells,
Wis.; Sandusky, Ohio; Traverse City, Mich.; Kansas City, Kan.;
Williamsburg, Va.; the Pocono Mountains, Pa.; Niagara Falls, Ontario;
Mason, Ohio; Grapevine, Texas; Grand Mound, Wash.; and Concord, N.C.
Great Wolf’s consolidated subsidiary, Creative Kingdoms, LLC, is a
developer and operator of technology-based, interactive quest adventure
experiences such as MagiQuest®. Additional information may be found on
Great Wolf’s website at http://www.greatwolf.com.
Additional Information and Where to Find It
The description contained herein is not an offer to buy or the
solicitation of an offer to sell securities. The Apollo tender offer is
being made pursuant to a tender offer statement on Schedule TO filed by
affiliates of Apollo Global Management, LLC with the SEC on March 13,
2012 as subsequently supplemented and amended. The Company filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to
the Apollo tender offer with the SEC on March 13, 2012, which has been
subsequently amended. The Apollo tender offer statement (including an
offer to purchase, a related letter of transmittal and other tender
offer documents) and the solicitation/recommendation statement, in each
case, and together with any amendments or supplements thereto, contain
important information that should be read carefully before making any
decision to tender securities in the Apollo tender offer. Investors
and stockholders may obtain free copies of the
solicitation/recommendation statement and other documents filed by the
parties at the SEC’s Web site at www.sec.gov
or at the Company’s Web site at corp.greatwolfresorts.com.
The solicitation/recommendation statement and such other documents may
also be obtained for free from the Company by directing such request to
Investor Relations, 525 Junction Road, Ste. 6000 South Tower, Madison,
WI 53717, telephone: (608) 662-4700.
This communication is not a recommendation with respect to KSL’s
proposed tender offer. If a tender offer is commenced by KSL, the
Company intends to file a solicitation/recommendation statement with
respect to such tender offer with the SEC within 10 business days from
the date of commencement. Investors and security holders are urged to
read such solicitation/recommendation statement and any other relevant
documents filed with the SEC (if and when available), because they will
contain important information. Investors and stockholders may obtain
free copies of the solicitation/recommendation statement and other
documents filed by the Company (if and when available) at the SEC’s Web
site at www.sec.gov
or at the Company’s Web site at corp.greatwolfresorts.com.
The solicitation/recommendation statement and such other documents may
also be obtained (if and when available) for free from the Company by
directing such request to Investor Relations, 525 Junction Road, Ste.
6000 South Tower, Madison, WI 53717, telephone: (608) 662-4700.
Forward-Looking Statements
Statements herein regarding the proposed transaction among Apollo and
Great Wolf, the offer from KSL, future financial and operating results,
benefits and synergies of a transaction, future opportunities for the
combined company and any other statements about future expectations and
the intent of any parties about future actions constitute
“forward-looking statements” as defined in the federal securities laws.
Forward-looking statements may be identified by words such as “believe,”
“expects,” “anticipates,” “projects,” “intends,” “should,” “estimates”
or similar expressions. Such statements are based upon current beliefs,
expectations and assumptions and are subject to significant risks and
uncertainties. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by
such forward-looking statements. Great Wolf believes these
forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are based
on current expectations. All written and oral forward-looking statements
attributable to Great Wolf or persons acting on Great Wolf’s behalf are
qualified in their entirety by these cautionary statements. Further,
forward-looking statements speak only as of the date they are made, and
Great Wolf undertakes no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time
unless required by law. Past financial or operating performance is not
necessarily a reliable indicator of future performance and you should
not use our historical performance to anticipate results or future
period trends.
Additional factors that may affect future results are contained in Great
Wolf’s filings with the SEC, including its Annual Report on Form 10-K
for the year ended December 31, 2011, which are available at the SEC’s
Web site http://www.sec.gov.
The information set forth herein speaks only as of the date hereof, and
any intention or obligation to update any forward-looking statements as
a result of developments occurring after the date hereof is hereby
disclaimed unless required by law.

Contacts:
Media:
Sard Verbinnen & Co
George
Sard, David Reno or Carrie Bloom, 212-687-8080
or
Investors:
ICR,
Inc.
Brad Cohen, 203-682-8211
Brad.Cohen@icrinc.com
Source: Great Wolf Resorts, Inc.
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