Silverleaf Resorts, Inc. (NASDAQ: SVLF), a leader in the
development, marketing and operation of timeshare resorts,
announced today that it has entered into a definitive agreement to
be acquired by SL Resort Holdings Inc., an affiliate of Cerberus
Capital Management, L.P. (“Cerberus”).
The transaction has been approved by Silverleaf’s Board of
Directors, and the Board will be recommending that Silverleaf’s
shareholders approve the transaction. Under the agreement,
Silverleaf shareholders will receive, at the closing, $2.50 in cash
for each share of Silverleaf common stock they own, representing a
premium of approximately 75% based on the closing trading price of
$1.43 of Silverleaf common stock on February 3, 2011. Cerberus has
agreed to provide equity financing for the full amount of the
merger consideration.
Thomas Morris, Executive Vice President – Capital Markets and
Strategic Planning of Silverleaf said, “Our Board of Directors and
our management team believe that following a review of strategic
alternatives this merger transaction is the best approach to
maximize shareholder value and is in the best interests of
Silverleaf’s shareholders, timeshare owners, and employees. We look
forward to working with Cerberus to effect a smooth
transition.”
“Cerberus is pleased to be investing in a company with an
outstanding management team and proven track-record of success in
the vacation ownership industry,” said Timothy F. Price, a Cerberus
Managing Director and spokesman. “The family of resorts under the
Silverleaf banner has a long history of providing members with
convenient, high-quality vacation experiences at affordable prices.
We look forward to supporting the Company’s management team and
dedicated employees as they work to ensure that the Company’s
members continue to enjoy great vacations for years to come.”
The Silverleaf Board of Directors has received an opinion from
its financial advisor, Gleacher & Company Securities, Inc.,
that the consideration to be paid to Silverleaf shareholders in the
transaction is fair from a financial point of view.
Silverleaf has engaged Gleacher & Company Securities,
Inc. as its financial advisor in connection with the proposed
merger.
Completion of the transaction is subject to customary closing
conditions, including approval by the Company’s shareholders.
Silverleaf intends to hold a special meeting of its shareholders
for the purpose of approving the merger as promptly as possible.
Upon completion of the transaction, Silverleaf will become a
private company, wholly-owned by Cerberus, and its common stock
will no longer be traded on NASDAQ.
Robert E. Mead, the Chairman of the Board of Directors and Chief
Executive Officer of Silverleaf, has entered into a Voting
Agreement with Cerberus pursuant to which he has agreed to vote
shares beneficially owned by him representing 24.5% of the
outstanding shares of Silverleaf in favor of the transaction.
About Silverleaf Resorts
Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns
and operates timeshare resorts with a wide array of country
club-like amenities, such as golf, clubhouses, an indoor water
park, swimming, tennis, boating, and many organized activities for
children and adults. For additional information, please visit
www.silverleafresorts.com.
About Cerberus Capital Management,
L.P.
Cerberus Capital Management, L.P., along with its affiliates, is
one of the world’s leading private investment firms with
approximately $23 billion under management in funds and
accounts. Through its team of investment and operations
professionals, Cerberus specializes in providing both financial
resources and operational expertise to help transform undervalued
companies into industry leaders for long-term success and value
creation. Cerberus holds controlling or significant minority
interests in companies around the world. Cerberus is headquartered
in New York City with affiliate and/or advisory offices in the
United States, Europe, the Middle East and Asia. For more
information, visit www.cerberuscapital.com.
Forward-Looking Statements
This communication contains forward-looking statements that
involve numerous risks and uncertainties. The statements contained
in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Exchange Act of 1934, as amended, including, without
limitation, statements regarding the expected benefits and closing
of the proposed merger, the management of the Company and the
Company’s expectations, beliefs and intentions. All forward-looking
statements included in this communication are based on information
available to the Company on the date hereof. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“can,” “will,” “should,” “could,” “expects,” “plans,”
“anticipates,” “intends,” “believes,” “estimates,” “predicts,”
“potential,” “targets,” “goals,” “projects,” “outlook,” “continue,”
“preliminary,” “guidance,” or variations of such words, similar
expressions, or the negative of these terms or other comparable
terminology. No assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what impact they will have on our
results of operations or financial condition. Accordingly, actual
results may differ materially and adversely from those expressed in
any forward-looking statements. Neither the Company nor any other
person can assume responsibility for the accuracy and completeness
of forward-looking statements. There are various important factors
that could cause actual results to differ materially from those in
any such forward-looking statements, many of which are beyond the
Company’s control. These factors include: failure to obtain
stockholder approval of the proposed Merger; failure to obtain,
delays in obtaining or adverse conditions contained in any required
regulatory or other approvals; failure to consummate or delay in
consummating the transaction for other reasons; changes in laws or
regulations; and changes in general economic conditions. The
Company undertakes no obligation (and expressly disclaims any such
obligation) to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. For additional information please refer to the Company’s
most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
Additional Information and Where to Find It
In connection with the proposed Merger and required stockholder
approval, the Company will file a proxy statement with the SEC. The
definitive proxy statement will be mailed to stockholders of the
Company. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE MERGER. Investors and security holders may obtain
free copies of these documents (when they are available) and other
documents filed with the SEC at the SEC’s web site at www.sec.gov.
In addition, the documents filed by the Company with the SEC may be
obtained free of charge by contacting Silverleaf Resorts, Inc.,
Attn: Corporate Secretary, Silverleaf Resorts, Inc., 1221 River
Bend Drive, Suite 120, Dallas Texas 75247. Our filings with the SEC
are also available on our website at www.silverleafresorts.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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