http://www.sanduskyregister.com/article ... 877678.txt
After several hours of negotiations, the 11 court cases fighting the Cedar Fair sale have been consolidated into one.
Nineteen attorneys deliberated in an Erie County jury room and decided the first case filed, on behalf of Indiana resident Todd Miller, would lead the legal battle against the acquisition of the amusement company.
Now that the lead case has been chosen, the attorneys for unitholders who filed the suits must agree on a single amended complaint. They have until next Tuesday to send that to the attorneys for Cedar Fair and its corporate suitor, Apollo Global Management. Attorneys for the two companies have until Feb. 9 to respond.
Attorney Kenneth Vianale spoke on behalf of unitholders during Thursday's hearing. His firm, Vianale and Vianale, represents three of the clients in the growing cluster of complainants.
He said previous attempts to work out the organizational structure of the lawsuit failed.
Erie County magistrate Steve Bechtel said he did not want the court buried in motions that would take time away from hearing the merits of a motion to dismiss the case. He asked the attorneys to try to resolve this issue before leaving the courthouse Thursday.
What remains to be settled, however, is whether the lawyers will be given their request for a speedy discovery process. They argue the preliminary proxy statement that unitholders may use to help decide whether to vote for the sale may contain inaccurate or insufficient financial information. The unitholders need to prove this to argue for an injunction to stop the sale while the case is heard.
To help determine if the information is faulty, Vianale argued they need to take depositions from financial advisors for Cedar Fair.
He also questioned how two corporations, supposedly acting independently, can choose the same 16 companies for financial analysis without being questioned by the board. The 16 companies included theaters, restaurants, casinos and entertainment, but left out Disney, Great Wolf Resorts and Vail Resorts.
Cedar Fair CEO Dick Kinzel's son previously worked for Great Wolf Resorts.
Unitholders also want to see board minutes from meetings in which company officials discussed the sale.
Bechtel said the lawyers have until Jan. 27 to come to an agreement on what information will be shared or whether the court will rule on the unitholders' request.
http://www.sanduskyregister.com/video?a ... nerclipid=
http://www.cedarfair.com/ir/press_relea ... ory_id=211
SANDUSKY, Ohio, January 22, 2010 – Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today made the following statement in response to the announcement issued today by Q Funding III, L.P.:
The independent members of the Cedar Fair Board of Directors undertook a lengthy and thorough process to evaluate all options to address the Company’s capital structure and best serve the interests of our unitholders. After carefully weighing numerous alternatives and the outlook for the business, the Board determined, and continues to believe, that the proposed acquisition of Cedar Fair is the best option to maximize value for all unitholders. This transaction was thoroughly negotiated and includes protections for unitholders, including a go-shop process in which the Company has been actively soliciting alternative proposals. The offer price of $11.50 in cash per Cedar Fair limited partnership unit represents a 43% premium over Cedar Fair's volume weighted average closing unit price over the 30 days prior to the transaction announcement and a 28% premium over the closing unit price on December 15, 2009. This valuation also exceeds those of the recent comparable transactions in our industry.
We always welcome the views of our unitholders with the shared goal of enhancing value. Q Funding has not contacted us about the merger or the Company’s prospects.
We look forward to having the opportunity to speak with our unitholders regarding the merits of this transaction. We urge all unitholders to carefully review the Company’s definitive proxy materials when mailed before making a decision about how to vote.
http://www.cleveland.com/business/index ... holde.html
The new largest shareholder of Cedar Fair Entertainment Co. said Friday that it will vote against the Sandusky company's proposed sale to private equity firm Apollo Global Management.
Q Investments, a Fort Worth, Texas-based firm that increased its equity stake in Cedar Fair to 9.8 percent this month, said it "does not believe it makes sense to vote for the merger and effectively sell at $11.50 when a holder can sell in the market for a higher price." It is urging other shareholders to vote against the deal as well.
Cedar Fair said the public proclamation came as a surprise since Q Investments did not contact the company about its concerns. The amusement park operator says it stands by its board's recommendation to approve the deal.
The board "undertook a lengthy and thorough process to evaluate all options to address the company's capital structure and best serve the interests of our unitholders," the company said in a statement. Cedar Fair needs approval from holders of at least two-thirds of the company's shares before the sale to Apollo can go through. The date of the vote has not yet been set.
Under the terms of the proposed acquisition, Apollo would buy Cedar Fair's assets for $635 million, as well as pay off its more than $1.7 billion debt, making the deal worth $2.4 billion. Investors would get a pay-out of $11.50 per unit. That's 27 percent more than the $9.08 closing price on Dec. 16, the day the planned acquisition was announced. But, in recent weeks, shares have been trading above $11.50.
On news of Q Investment's announcement, Cedar Fair's unit price increased 3.7 percent, or 45 cents, to close at $12.66 on Friday. James Hardiman, a senior equity analyst at FTN Equity Capital Markets, said some investors appeared to be buying Cedar Fair shares over the past few weeks on a hunch that Apollo could up the ante, or that another firm would make a bid. Cedar Fair says it has been actively soliciting other proposals during a "go-shop" period that ends on Jan. 25.
Q Investments appears to be among those speculating that it will be able to get more than $11.50 for its shares of Cedar Fair one way or another. The investment firm filed a disclosure with the SEC on Tuesday to report its stake in Cedar Fair had surpassed 5 percent.
It is unclear whether the company previously held any Cedar Fair units, but the disclosure means Q Investments bought millions of shares within the past two weeks, when units were trading at above $11.50. The company's holdings, owned through a subsidiary called Q Funding III LP, are worth more than $60 million.
After Q Investments, the largest Cedar Fair shareholders are investment firm Neuberger Berman, which owns 8.8 percent of shares, and Cedar Fair Chairman, Chief Executive and President Richard Kinzel, who owns 2.25 percent. Neuberger Berman declined to comment on its position on the Apollo deal.
The vast majority of Cedar Fair shares are held by individual retail investors, many of whom have also expressed discontent with the acquisition offer. Several lawsuits have been filed on behalf of investors in Erie County Common Pleas Court alleging that the board violated its obligation to do what is in their best interest. Those lawsuits are expected to be combined into one class-action suit. Cedar Fair says it believes the complaints are without merit.