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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.