OREANDA-NEWS. 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 Outerwall Inc. (NASDAQ:OUTR) (“Outerwall”). The tender offer is being made pursuant to the merger agreement (the “Merger Agreement”) announced by Apollo and Outerwall on July 25, 2016 under which certain funds affiliated with Apollo, a leading global alternative investment manager, will acquire Outerwall for $52.00 per share. The transaction has a total enterprise value of approximately $1.6 billion, including net debt.

The $52.00 per share all-cash tender offer represents a premium of approximately 51% over Outerwall’s closing stock price on March 14, 2016, immediately prior to the announcement that Outerwall’s board of directors initiated a process to explore strategic and financial alternatives.

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, Outerwall 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 Outerwall’s board of directors that Outerwall stockholders tender their shares in the tender offer.

The tender offer will expire at 12:00 midnight (New York City time) on September 1, 2016 (one minute after 11:59 P.M.New York City time on September 1, 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 Outerwall’s stockholders tendering at least a majority of Outerwall’s 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 Outerwall’s common stock, Outerwall 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 Outerwall 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 Outerwall, as soon as practicable following the consummation of the tender offer.

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 $186 billion as of June 30, 2016, in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources.