Silverleaf Resorts Shareholders Approve Merger Agreement
May 11 2011 - 3:00PM
Business Wire
Silverleaf Resorts, Inc. (NASDAQ: SVLF) a leader in the
development, marketing and operation of timeshare resorts,
announced today that its shareholders have approved Silverleaf’s
merger with Resort Merger Sub Inc., an affiliate of Cerberus
Capital Management, L.P.
The merger was approved by holders of 28,946,503 shares of
Silverleaf’s outstanding common stock, representing approximately
75.9% of all votes entitled to be cast by holders of common
stock.
Subject to the satisfaction or waiver of certain conditions set
forth in the merger agreement and discussed in detail in the
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by Silverleaf on April 18, 2011,
and as supplemented on May 9, 2011, Silverleaf expects to close the
merger on or about May 16, 2011.
Following the effective time of the merger, Silverleaf’s
shareholders will receive $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, the date on which
the merger agreement was executed. Upon completion of the merger,
Silverleaf will become a private company, wholly-owned by SL Resort
Holdings Inc., an affiliate of Cerberus, and its common stock will
no longer be traded on NASDAQ.
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.
Established in 1992, Cerberus Capital Management, L.P., together
with its affiliates, is one of the world’s leading private
investment firms with approximately $23 billion under
management. 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 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, 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.
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