An affiliate of Apollo Global Management, LLC (NYSE: APO) (“Apollo”) and CEC Entertainment, Inc. (NYSE: CEC) (“CEC” or the “Company”) today announced the successful completion of the previously announced transaction, whereby Apollo, a leading global alternative investment manager, will acquire CEC, the nationally recognized leader in family dining and entertainment which operates 577 Chuck E. Cheese’s stores.
“We are excited to announce the completion of this transaction,” said Scott Ross, Partner at Apollo. “We look forward to working alongside CEC’s strong management team, dedicated employees and franchise partners to support the Company’s growth. Throughout the U.S. and increasingly around the world, the Chuck E. Cheese’s brand has become synonymous with quality, safe and fun family entertainment.”
The acquisition was effected through a tender offer followed by a merger. The tender offer, which was made at $54.00 per share pursuant to the agreement and plan of merger entered into by affiliates of Apollo and CEC on January 15, 2014, expired as scheduled at 9:30 a.m., New York City time, on Friday, February 14, 2014. In accordance with the merger agreement, Apollo and CEC subsequently completed the acquisition by merging CEC with an affiliate of Apollo. As a result of the tender offer and the merger, CEC will become a privately-held, wholly-owned subsidiary of affiliates of Apollo and CEC’s common stock will cease trading on the NYSE.
Excluding CEC shares tendered by notice of guaranteed delivery, a total of approximately 11,953,853 shares of common stock, representing approximately 68% of the outstanding shares on a fully diluted basis, were tendered into and not withdrawn from the tender offer. According to the terms of the tender offer, shares that were validly tendered (other than shares tendered by guaranteed delivery where actual delivery has not occurred) and not withdrawn have been accepted for payment. In connection with the subsequent merger of CEC with an affiliate of Apollo, all shares not validly tendered in the tender offer were cancelled and converted into the right to receive $54.00 per share.