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Robert F.X. Sillerman and Simon Fuller to Take CKX Private and Spin off Shares in Location-Based Entertainment Company to Stockholders
CKX Stockholders to Receive $13.75 Per Share in Cash, and Continued
Participation in Elvis Presley- and Muhammad Ali-Based Real Estate Projects
NEW YORK, June 1 /PRNewswire-FirstCall/ -- CKX, Inc. ( CKXE),
announced today that it entered into a series of transactions that will
result in the sale of the Company at a price of $13.75 per share in cash
and the distribution to CKX stockholders of shares in FX Luxury Realty,
LLC, an affiliate of Robert F.X. Sillerman that has significant real estate
interests in Las Vegas and has entered into licenses to use certain
intellectual property rights of CKX associated with Elvis Presley and
Muhammad Ali in the development of real estate and attraction based
projects.
The sale transaction and distribution of shares in FX Luxury Realty are
intended to allow CKX stockholders to receive a cash return on their CKX
investment while continuing to share directly in the exploitation of CKX's
Elvis Presley and Muhammad Ali assets through FX Luxury Realty's real
estate projects, which are expected to include Elvis Presley- and Muhammad
Ali-themed attractions as well as FX Luxury Realty's other real estate
ventures.
As a result of the merger transaction and the FX Luxury Realty stock
distribution, CKX stockholders will receive the $13.75 cash merger
consideration and a share of stock in FX Luxury Realty for each share of
CKX common stock that they hold.
The sale of CKX will be accomplished through a merger with 19X, Inc., a
private company owned and controlled by Mr. Sillerman, Chairman and Chief
Executive Officer of CKX, and Simon R. Fuller, a director of CKX and the
Chief Executive Officer of 19 Entertainment Limited, a wholly-owned
subsidiary of CKX. 19X has informed CKX that it expects to finance the
acquisition of CKX through a combination of equity and debt financing, with
Mr. Sillerman and Mr. Fuller, as well as other members of senior
management, providing a substantial portion of the equity commitment.
The merger agreement contains a 45-day "go-shop" provision pursuant to
which CKX, acting through a special committee of independent directors and
its financial advisor, will solicit competing proposals. During the "go
shop" period no termination fee would be payable to 19X. The merger
agreement does not contain a financing contingency. Mr. Sillerman, Mr.
Fuller and members of senior management have agreed to vote their shares in
favor of certain competing offers that the special committee deems more
favorable, from a financial point of view.
Commenting on the series of transactions, Mr. Sillerman said, "After
two successful years of developing and exploiting the assets we have
acquired, during which time we have seen tremendous year over year growth,
we have come to realize that there is a substantial opportunity to
capitalize on the Elvis Presley and Muhammad Ali assets in real estate and
location-based attractions. However, the pursuit of these opportunities
would require a significant investment of capital, which could hinder our
ability to grow the core area of our business and which is not consistent
with the business plan that we have always described to our stockholders.
As a result, we thought it best to provide our stockholders a capital
realization opportunity as well as the opportunity to participate in a new
public company that will develop real estate and location-based projects
that exploit CKX's iconic intellectual property content. We believe that
the transactions that we announced today accomplish that goal."
Mr. Fuller added, "I am extremely proud of what we have accomplished
and am looking forward so much to continuing to work with Bob building the
amazing assets that we have in Idol, Elvis Presley, Muhammad Ali and the
Beckhams. I believe this transaction provides the best way to maximize the
value we have created."
Also on June 1, 2007, CKX acquired 50 percent of FX Luxury Realty LLC
for cash consideration of $100 million. The distribution by CKX to its
stockholders of half of CKX's interests in FX Luxury Realty is a condition
to the closing of the merger transaction.
FX Luxury Realty is co-owned by Flag Luxury Properties LLC, a real
estate development company and an affiliate of Mr. Sillerman. FX Luxury
Realty indirectly owns 50 percent of approximately 18 contiguous acres of
land on Las Vegas Boulevard in Las Vegas, Nevada and has entered into a
binding agreement to acquire the other 50 percent of this property for $180
million. FX Luxury Realty intends to pursue a retail, hotel, casino,
commercial and residential development project on the Las Vegas property.
Additionally, FX Luxury Realty is part of a control group that owns
approximately 13 percent of Riviera Holdings Corporation ( RIV), a
company that owns and operates the Riviera Hotel & Casino in Las Vegas, and
has recently made an offer to the board of directors of Riviera Holdings
Corp of $34 per share for the remaining outstanding shares of Riviera
Holdings Corp common stock.
Simultaneous with making the investment in FX Luxury Realty, CKX,
though its subsidiaries Elvis Presley Enterprises, Inc. and Muhammad Ali
Enterprises LLC, entered into license agreements with FX Luxury Realty
granting FX Luxury Realty the right to use certain intellectual property
rights associated with Elvis Presley and Muhammad Ali in the development of
real estate and attraction-based projects, including Elvis Presley-themed
hotels, casinos and lounges and Muhammad Ali-themed hotels and retreat
centers.
All of these transactions were approved by a unanimous vote of the
independent members of CKX's board of directors who serve on a special
committee of the board of directors. Houlihan, Lokey, Howard & Zukin acted
as financial advisor to the special committee and has issued an opinion to
the CKX board of directors stating that the merger consideration is fair to
unaffiliated CKX stockholders from a financial point of view and that the
investment in FX Luxury Realty is fair to unaffiliated CKX stockholders
from a financial point of view.
19X was advised by Credit Suisse on this transaction.
For more detailed information on the transactions see our Current
Report on Form 8-K, which was filed today and may be obtained at the
Company's website at http://www.ckx.com as well as at the SEC's web site at
http://www.sec.gov.
About CKX, Inc.
CKX, Inc. is engaged in the ownership, development and commercial
utilization of entertainment content. To date, the Company has focused on
acquiring globally recognized entertainment content and related assets,
including the rights to the name, image and likeness of Elvis Presley, the
operations of Graceland, the rights to the name, image and likeness of
Muhammad Ali and proprietary rights to the IDOLS television brand,
including the American Idol series in the United States and local
adaptations of the IDOLS television show format which, collectively, air in
over 100 countries around the world. CKX plans to continue to make
strategic acquisitions of, or partner or align with, companies or
individuals that control various forms of established entertainment
content, which may include intellectual property rights in music, film,
television programming, written works and characters, rights to names,
images and likenesses, video games, corporate brands and other related
assets. For more information about CKX, Inc., visit its corporate website
at http://www.ckx.com.
This communication is being made in respect of the proposed merger
transaction involving CKX and 19X. In connection with the proposed merger,
CKX will file with the Securities and Exchange Commission (SEC) a proxy
statement and a Rule 13e-3 transaction statement on Schedule 13e-3. BEFORE
MAKING A VOTING DECISION ABOUT THE PROPOSED TRANSACTION INVESTORS AND
SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT, THE
SCHEDULE 13e-3 AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy of the
proxy statement, the Schedule 13e-3 and other documents filed by CKX (when
available) at the SEC's Web site at http://www.sec.gov. The proxy
statement, the Schedule 13e-3 and such other documents may also be obtained
for free by directing such request to CKX, Inc. Investor Relations, 650
Madison Avenue, New York, New York 10022 or on the Company's website at
http://www.ckx.com.
CKX and its directors, executive officers and certain other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information regarding the interests of the CKX's
participants in the solicitation will be included in the proxy statement
relating to the proposed merger when it becomes available.
SOURCE CKX, Inc.













