OREANDA-NEWS. July 15, 2016. Certain funds affiliated with Apollo Global Management, LLC (NYSE:APO)
(together with its consolidated subsidiaries, “Apollo”) announced the
commencement of a cash tender offer to purchase all of the outstanding
shares of common stock of Diamond Resorts International, Inc. (NYSE:
DRII) (“Diamond Resorts”). The tender offer is being made pursuant to
the merger agreement (the “Merger Agreement”) announced by Apollo and
Diamond Resorts on June 29, 2016 under which certain funds affiliated
with Apollo, a leading global alternative investment manager, will
acquire Diamond Resorts for \\$30.25 per share or approximately \\$2.2
billion.
The \\$30.25 per share all-cash tender offer represents a premium of
approximately 58% over the closing price of \\$19.11 per share reported on
NYSE on February 24, 2016, the last full trading day before Diamond
Resorts announced it would explore strategic alternatives. On June 28,
2016, the last full trading day prior to the public announcement of the
signing of the Merger Agreement, the closing price of the shares
reported on NYSE was \\$24.07 per share.
A tender offer statement on Schedule TO that includes the Offer to
Purchase and related Letter of Transmittal that set forth the terms and
conditions of the tender offer will be filed today by the affiliates of
Apollo making the offer. Additionally, Diamond Resorts will file with
the U.S. Securities and Exchange Commission (the “SEC”) a
solicitation/recommendation statement on Schedule 14D-9 that includes
the recommendation of Diamond Resorts’ board of directors that Diamond
Resorts stockholders tender their shares in the tender offer.
The tender offer will expire at 12:00 midnight (New York City time) on
August 10, 2016 (one minute after 11:59 P.M.New York City time on
August 10, 2016), unless the offer period is extended in accordance with
the Merger Agreement and the applicable rules and regulations of the
SEC. The completion of the tender offer will be conditioned on Diamond
Resorts’ stockholders tendering at least a majority of Diamond Resorts’
outstanding shares and other customary closing conditions.
If, as a result of the tender offer, the affiliates of Apollo making the
offer own shares representing at least one share more than 50% of the
then outstanding shares of Diamond Resorts’ common stock, Diamond
Resorts will, subject to the satisfaction or waiver of the remaining
conditions set forth in the Merger Agreement, merge with a subsidiary of
such affiliates of Apollo, with Diamond Resorts surviving as an indirect
wholly owned subsidiary of such affiliates, under Section 251(h) of the
Delaware General Corporation Law, without prior notice to, or any action
by, any other stockholder of Diamond Resorts, as soon as practicable
following the consummation of the tender offer.
Okapi Partners LLC is acting as information agent for Apollo in the
tender offer. Continental Stock Transfer & Trust Company is acting as
depositary and paying agent in the tender offer. Requests for documents
and questions regarding the tender offer may be directed to Okapi
Partners LLC by telephone at (877) 629-6357 or banks and brokers may
call (212) 297-0720, or by email at info@okapipartners.com.
About Apollo
Apollo (NYSE: APO) is a leading global alternative investment manager
with offices in New York, Los Angeles, Houston, Chicago, Bethesda,
Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai,
Delhi, Shanghai and Hong Kong. Apollo had assets under management of
approximately \\$173 billion as of March 31, 2016, in private equity,
credit and real estate funds invested across a core group of nine
industries where Apollo has considerable knowledge and resources. For
more information about Apollo, please visit www.agm.com.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements related to proposed transaction and other statements
regarding Diamond Resorts’ current expectations, prospects and
opportunities. These forward-looking statements are covered by the “Safe
Harbor for Forward-Looking Statements” provided by the Private
Securities Litigation Reform Act of 1995. Diamond Resorts has tried to
identify these forward looking statements by using words such as
“expect,” “anticipate,” “estimate,” “plan,” “will,” “would,” “should,”
“could,” “forecast,” “believe,” “guidance,” “projection,” “target” or
similar expressions, but these words are not the exclusive means for
identifying such statements. Diamond Resorts cautions that a number of
risks, uncertainties and other factors could cause Diamond Resorts’
actual results to differ materially from those expressed in, or implied
by, the forward-looking statements, including, without limitation that
the conditions to closing the transaction will be satisfied; the impact
of the transaction on Diamond Resorts’ business, its financial and
operating results and its employees, suppliers and customers (in
particular, HOAs and prospective purchasers of vacation ownership
interests); factors affecting the feasibility and timing of any
transaction or other action, including, without limitation, required
third-party consents and regulatory approvals; the ability to identify
and close any transaction; and risks related to realization of the
expected benefits of the transaction or other action to Diamond Resorts
and its stockholders. For a detailed discussion of factors that could
affect Diamond Resorts’ future operating results, please see Diamond
Resorts’ filings with the Securities and Exchange Commission, including
the disclosures under “Risk Factors” in those filings.
The forward-looking statements included in this announcement are made
as of the date hereof. Apollo is not under any obligation to (and
expressly disclaims any such obligation to) update any of the
information in this press release if any forward-looking statement later
turns out to be inaccurate whether as a result of new information,
future events or otherwise, except as otherwise may be required by the
federal securities laws.
Additional Information
This press release is neither an offer to purchase nor a solicitation
of an offer to sell securities. This communication is for informational
purposes only. The tender offer transaction commenced by affiliates of
Apollo is being made pursuant to a tender offer statement on Schedule TO
(including the Offer to Purchase, a related Letter of Transmittal and
other offer materials)to be filed by such affiliates of Apollo with the
U.S. Securities and Exchange Commission (SEC). In addition Diamond
Resorts will file a Solicitation/Recommendation statement on Schedule
14D-9 with the SEC related to the tender offer. Prior to making any
decision regarding the tender offer, Diamond Resorts stockholders are
strongly advised to read the Schedule TO (including the Offer to
Purchase, a related Letter of Transmittal and other offer materials) and
the related Solicitation/Recommendation statement on Schedule 14D-9 when
they become available. Diamond Resorts stockholders will be able to
obtain the Schedule TO (including the Offer to Purchase, a related
Letter of Transmittal and other offer materials) and the related
Solicitation/Recommendation statement on Schedule 14D-9 at no charge on
the SEC’s website at www.sec.gov.
In addition, the Schedule TO (including the Offer to Purchase, a related
Letter of Transmittal and other offer materials) and the related
Solicitation/Recommendation statement on Schedule 14D-9 may be obtained
free of charge from Okapi Partners LLC, 1212 Avenue of the Americas,
24th Floor, New York, New York 10036, Telephone Number (877)
629-6357 or banks and brokers may call (212) 297-0720, the
information agent for the tender offer.
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