Great Wolf Resorts, Inc. (NASDAQ: WOLF) (“Great Wolf”) today announced that it has received a committed offer from KSL Capital Partners (“KSL”) to acquire Great Wolf for $7.25 per share in cash, subject to the terms and conditions of the merger agreement provided with the offer (the “KSL Offer”).
The Great Wolf Board of Directors, in consultation with its independent financial and legal advisors, 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 and as further amended on April 18, 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 p.m. New York City time on April 24, 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result, and in accordance with the terms and conditions of the Apollo Merger Agreement, the Great Wolf board has not withdrawn, modified, amended or qualified its recommendation with respect to the tender offer and other transactions contemplated by the Apollo Merger Agreement, and is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 12:00 noon, New York City time on April 25, 2012.