OREANDA-NEWS. September 28, 2016. Outerwall Inc. (“Outerwall” or the “Company”) (Nasdaq: OUTR) and
affiliates of certain funds (the “Apollo Funds”) managed by affiliates
of Apollo Global Management, LLC (NYSE:APO) (together with its
consolidated subsidiaries, “Apollo”) today announced the successful
completion of the previously announced transaction amongst the parties,
whereby affiliates of the Apollo Funds acquired all of the outstanding
common stock of Outerwall.
The transaction was effected through a previously announced cash tender
offer for all of the outstanding shares of common stock of Outerwall
followed by a merger. The cash tender offer, which was made at \\$52.00
per share pursuant to the Agreement and Plan of Merger (the “Merger
Agreement”) entered into by affiliates of the Apollo Funds, Outerwall,
and Redbox Automated Retail, LLC, a wholly owned subsidiary of Outerwall
(“Redbox”), on July 24, 2016, expired at 12:00 midnight, New York City
time, on September 22, 2016 (one minute after 11:59 p.m., New York City
time, on September 22, 2016). On September 23, 2016, shares of common
stock of Outerwall (other than shares tendered by guaranteed delivery
where actual delivery had not occurred) that were validly tendered and
not withdrawn, which constituted approximately 69.3% of the then
outstanding shares of Outerwall, were accepted for payment. Outerwall
shares validly tendered by guaranteed delivery were accepted for payment
upon receipt.
On September 27, 2016, in accordance with the Merger Agreement, the
acquisition was completed by (i) merging Outerwall with an affiliate of
the Apollo Funds pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware and (ii) immediately thereafter, merging
Redbox with an affiliate of the Apollo Funds pursuant to the General
Corporation Law of the State of Delaware and the Delaware Limited
Liability Company Act. In connection with the merger, all shares not
validly tendered in the tender offer (subject to certain exceptions,
including shares for which appraisal rights were validly demanded and
not subsequently withdrawn or lost) were cancelled and converted into
the right to receive \\$52.00 cash per share. As a result of the
transaction, which was valued at approximately \\$1.6 billion, including
net debt, effective today Outerwall became a privately-held company and
Outerwall’s common stock ceased trading on the Nasdaq Global Select
Market and will be delisted.
Morgan Stanley & Co. LLC served as financial advisor to Outerwall and
Perkins Coie LLP and Wachtell, Lipton, Rosen & Katz served as legal
counsel. LionTree Advisors, Bank of America Merrill Lynch, Barclays,
Credit Suisse and Jefferies LLC acted as M&A advisors to Apollo and
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to
Apollo.
Financing was provided by Bank of America Merrill Lynch, Jefferies
Finance LLC, Barclays, Credit Suisse and Deutche Bank.
About Outerwall
Outerwall Inc. has more than 20 years of experience creating some of the
most profitable spaces for their retail partners. The company delivers
breakthrough kiosk experiences that delight consumers and generate
revenue for retailers. As the company that brought consumers Redbox®
entertainment, Coinstar® money services, and ecoATM® electronics
recycling kiosks, Outerwall is leading the next generation of automated
retail and paving the way for inventive, scalable businesses. Outerwall™
kiosks are in neighborhood grocery stores, drug stores, mass merchants,
malls, and other retail locations in the United States, Canada, Puerto
Rico, the United Kingdom, and Ireland. Learn more at www.outerwall.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 \\$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. For
more information about Apollo, please visit www.agm.com.
Forward-Looking Statements
Certain statements in this press release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Words indicating future events, performance, results
and actions, such as “will” and “expect,” and variations of such words,
and similar expressions identify forward-looking statements, but their
absence does not mean that a statement is not forward-looking. The
forward-looking statements in this press release include, among others,
statements regarding the Company’s businesses following its acquisition
by affiliates of the Apollo Funds. Forward-looking statements are not
guarantees of future actions, events or performance, which may vary
materially from those expressed or implied in such statements.
Differences may result from, among other things, actions taken by the
Company or Apollo, or other third parties, including those beyond the
Company’s control. Such risks and uncertainties include, but are not
limited to, results and timing of strategic and financial activities,
continuation of or changes in strategic and financial objectives, and
the ability to attract new or maintain retailer relationships, penetrate
or maintain markets and distribution channels, and react to changing
consumer demands. The foregoing list of risks and uncertainties is
illustrative, but by no means exhaustive. For more information on
factors that may affect future performance, results or actions, please
review “Risk Factors” described in our most recent Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission (“SEC”), as well as other public
filings with the SEC. These forward-looking statements reflect the
Company’s expectations as of the date hereof. The Company undertakes no
obligation to update the information provided herein.
Комментарии