Cedar Fair and Six Flags Announce the Satisfaction of Regulatory Conditions for the Proposed Merger of Equals
Cedar Fair and Six Flags have announced the satisfaction of regulatory conditions for their previously announced merger of equals. The merger is expected to close on July 1, 2024. Following the closing, the combined entity will be renamed Six Flags Entertainment and will begin trading on the NYSE under the ticker symbol 'FUN' on July 2, 2024. Six Flags President and CEO Selim Bassoul will serve as executive chairman of the combined company's Board of Directors, while Cedar Fair President and CEO Richard Zimmerman will continue in his role. The merger aims to leverage Cedar Fair's reputation for guest experiences and Six Flags' innovative attractions, with an anticipated pro-forma enterprise value of approximately $8 billion.
- The merger is expected to close on July 1, 2024.
- The combined company will be renamed Six Flags Entertainment
- Trading under the ticker symbol 'FUN' will begin on July 2, 2024.
- Anticipated pro-forma enterprise value of approximately $8 billion.
- Enhanced financial flexibility for future investments in new attractions.
- None.
Insights
The merger between Cedar Fair and Six Flags, set to finalize on July 1, 2024, represents a significant consolidation in the entertainment and amusement park industry. For investors, the combined company's estimated pro-forma enterprise value of
One immediate benefit is the economies of scale achieved through this merger, potentially reducing per-unit costs due to increased operational efficiency. Furthermore, the merger could lead to improved capital allocation, allowing for greater investment in new attractions and technologies, which can drive attendance and revenue. This opportunity for financial flexibility, highlighted by Cedar Fair’s CEO, positions the combined entity to innovate and enhance visitor experiences.
However, mergers of this scale do carry risks such as integration challenges, culture clashes and potential redundancy issues. The success of the merger will largely hinge on effective integration of the two companies' operational practices and workforce. Investors should be mindful of these risks, especially in the short term, as these companies work to harmonize their operations.
The merger between Cedar Fair and Six Flags will result in a stronger market position within the amusement park industry. By combining Cedar Fair’s focus on guest experiences with Six Flags' innovation in attractions, the merged company can offer a diversified portfolio of parks and experiences, increasing its appeal to a broad demographic.
This merger also represents a strategic move to leverage brand strengths and geographical reach. With Americans increasingly valuing entertainment and leisure experiences, this merger enhances their ability to attract visitors from various regions, potentially leading to increased market share. Additionally, their combined brand power can improve negotiating leverage with suppliers and partners, potentially resulting in cost savings and better service offerings.
On the flip side, market saturation and regional competition remain concerns. As both companies primarily operate in North America, expanding internationally might be necessary to drive long-term growth and mitigate regional market risks. Investors should watch how the company plans to address these strategic challenges post-merger.
Satisfying the regulatory conditions for this merger indicates thorough scrutiny by the Department of Justice, which often looks into potential antitrust issues that could arise from such consolidations. The approval suggests that the merger does not pose significant competitive threats, an important factor that can assure investors about the regulatory risk often associated with large-scale mergers.
From a legal perspective, the completion of this merger could set a precedent for future consolidations in the entertainment and amusement industry. The merger's compliance with antitrust laws and successful navigation through regulatory reviews might encourage other entities in similar sectors to pursue consolidation as a growth strategy.
However, post-merger, continuous compliance with antitrust laws will be crucial, especially as the combined company grows. Investors should remain vigilant for any potential legal challenges or changes in regulatory landscapes that could impact the company's operations.
“We are pleased to have successfully concluded a very fair and constructive review process with the Department of Justice and excited to make our merger official on Monday,” said Six Flags President and CEO Selim Bassoul, who will serve as executive chairman of the combined company’s Board of Directors. “As our collective team pauses to recognize this important milestone, together we are eager to embark on the next chapter of our journey to offer millions of guests across
Cedar Fair President and CEO Richard Zimmerman, who will serve in the same role for the combined company, said the merger brings together the strengths of both companies, combining Cedar Fair’s reputation for exceptional guest experiences with Six Flags’ innovative attraction designs. “With an anticipated pro-forma enterprise value of approximately
Cautionary Information Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Cedar Fair or Six Flags expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Mergers and the timing thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Cedar Fair and Six Flags, and that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the expected timing and likelihood of completion of the Mergers, including the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the Mergers, including the possibility that any of the anticipated benefits of the Mergers will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement related to the Mergers; the outcome of any legal proceedings that may be instituted against Cedar Fair, Six Flags or their respective directors and others prior to the consummation of the Mergers; the inability to consummate the transaction due to the failure to satisfy a number of customary closing conditions set forth in the merger agreement related to the Mergers; the potential adverse effects on the market price of either or both of Six Flags common stock or the Cedar Fair units; risks that the Mergers disrupt and/or harm current plans and operations of Cedar Fair or Six Flags, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and Six Flags to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse restrictions during the pendency of the Mergers that may impact Cedar Fair’s or Six Flags’ ability to pursue certain business opportunities and strategic transactions; potential adverse reactions or changes to business relationships resulting from the completion of the Mergers; legislative, regulatory, political and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and Six Flags; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Mergers that could affect Cedar Fair’s and/or Six Flags’ financial performance and operating results; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; risks related to the potential impact of general economic, political and market factors on the companies or the Merger; those risks described in Item 1A of Cedar Fair’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2024, and subsequent reports on Forms 10-Q and 8-K; and those risks described in Item 1A of Six Flags’ Annual Report on Form 10-K, filed with the SEC on February 29, 2024, and subsequent reports on Forms 10-Q and 8-K (collectively, the “Reports”).
While the list of factors presented here is, and in the Reports are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The ability of Six Flags or Cedar Fair to achieve the goals for the Mergers may also be affected by our ability to manage the factors identified above. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this press release. Neither Six Flags nor Cedar Fair assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
No Offer or Solicitation
This communication relates to a proposed Mergers between Cedar Fair and Six Flags. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Mergers or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information
In connection with the Mergers, CopperSteel Holdco, Inc., (“Holdco”) filed with the SEC a registration statement on Form S-4, which was declared effective on January 31, 2024. Holdco, Cedar Fair and Six Flags may also file other documents with the SEC regarding the Mergers. Investors and security holders are urged to read the registration statement regarding the Mergers and all other relevant documents that are filed or will be filed with the SEC carefully and in their entirety because they contain important information about the Mergers and related matters.
Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus, as each may be amended from time to time, as well as other filings containing important information about Cedar Fair or Six Flags, without charge at the SEC’s Internet website (http://www.sec.gov). Investors and security holders may obtain free copies of the Registration Statement and the proxy statement/prospectus and other documents filed with the SEC by Cedar Fair, Six Flags and HoldCo through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Cedar Fair or Six Flags.
The information included on, or accessible through, Cedar Fair’s or Six Flags’ website is not incorporated by reference into this communication.
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Cedar Fair
Investor Contact: Michael Russell, 419.627.2233
Media Contact: Gary Rhodes, 704.249.6119
Alternate Media Contact: Andrew Siegel / Lucas Pers, Joele Frank, 212.355.4449
Six Flags
Evan Bertrand
Vice President, Investor Relations and Treasurer
+1-972-595-5180
investorrelations@sftp.com
Source: Six Flags Entertainment Corporation
FAQ
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