NEW YORK -- (Business Wire)
Robert F.X. Sillerman, the Chairman and Chief Executive Officer of SFX
Entertainment, Inc. (Nasdaq:SFXE), today affirmed that his affiliate’s
proposed acquisition of the outstanding common stock of SFX would be
financed on an all-equity basis.
“This is not a leveraged buyout,” said Mr. Sillerman. “I hope to use
all-equity financing to fund the proposed going-private transaction. I
have no plans to have the Company incur additional debt to fund the
transaction.”
As made public in the May 26 announcement disclosing terms of the
agreement, SFX stockholders will receive $5.25 in cash from an affiliate
of Mr. Sillerman for each share of SFX common stock they hold, in a
transaction valued at approximately $774 million. Mr. Sillerman
presently owns approximately 37.4 percent of the Company’s outstanding
common stock.
Stockholders will also be able to elect to retain stock in the Company
in lieu of cash, subject to certain conditions and limitations.
The SFX Board of Directors, acting on the recommendation of a Special
Committee, unanimously approved the merger agreement, which is subject
to a number of conditions, including receiving the affirmative vote of a
majority of the unaffiliated stockholders. Mr. Sillerman recused himself
from the Board vote regarding the transaction.
The merger agreement provides for a 45-day “go-shop” period, during
which the Special Committee will actively solicit, receive, evaluate and
potentially enter into negotiations with parties that offer alternative
proposals. Mr. Sillerman has agreed to vote his shares in favor of any
superior proposal that has a value of at least 2.5% more than his
highest offer.
Jefferies LLC is serving as Mr. Sillerman’s sole financial advisor in
connection with the transaction.
Additional Information
This release is neither a solicitation of a proxy nor a substitute for
the filings that will be made with the Securities and Exchange
Commission (SEC) in connection with the proposed transaction. Any
solicitation will only be made through materials filed with the SEC. The
Company’s stockholders are strongly advised to read such materials when
they become available because they will contain important information
about the transaction and the Company. Once filed, these documents will
be available at no charge on the SEC’s website at www.sec.gov.
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Company’s stockholders
in connection with the proposed transaction. Information regarding the
Company’s directors and executive officers is available in its Annual
Report on Form 10-K for the year ended December 31, 2014, as amended,
which is filed with the SEC. Other information regarding potential
participants in such proxy solicitation will be contained in the filings
to be made with the SEC in connection with the transaction.
This release is also not offer of securities. Any equity that may be
offered to finance the proposed transaction will not be registered under
the Securitas Act of 1933, as amended, and may not be offered or sold in
the United
States absent registration or an applicable exemption from
registration requirements.
Cautionary Statement
Statements in this document represent the intentions, plans,
expectations and beliefs of Mr. Sillerman and involve risks and
uncertainties that could cause actual events to differ materially from
the events described in this release, including risks or uncertainties
related to whether the proposed transaction will be completed, whether
Mr. Sillerman will be able to fund the transaction entirely with equity,
as well as changes in general economic conditions, stock market trading
conditions, government regulation, and changes in the business or
prospects of the Company. These factors, as well as factors described in
Mr. Sillerman’s and the Company’s SEC filings are among the factors that
could cause actual events or results to differ materially from Mr.
Sillerman’s current expectations described in this release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150529005328/en/
Contacts:
Media:
The Marino Organization
Steve Vitoff, 212-889-0808
steve@themarino.org
Source: Robert F.X. Sillerman
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