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Friday, November 09, 2007

Merge Arb - CKXE

Normally merger arbitrage is a dirty word. I stay FAR away from deals, basically its all about event risk, you have absolutely NO idea what can happen during the course of a deal and I think in most cases your not properly compensated for the risk your taking.

However this is a particularly interesting deal I'm involved with I will fill you in my thorough and detailed writing style (sarcasm):

CKXE = 12.40
Deal is $13.75 cash by management. Management owns 50%+ of the stock, non regulated industry.
PLUS 2 for 10 shares of FX Luxury (new issue)
MINUS an adjustment for the FXRE price

Here's a summary of the pricing:
The following chart illustrates the total consideration that each CKX stockholder will have received following consummation of the merger transaction based on assumed trading prices of FX Real Estate and Entertainment Stock during the measurement period.

FXRE Stock Price during Adjustment Cash Received at Closing Total FXRE Stock Value Total Value Received
Measurement Period in Cash Consideration ($13.75 minus Adjustment Received per CKX share After Consummation
(7.5% of FXRE Stock Amount) (Two shares of FXRE of Merger
Price) stock for every ten shares (cash and liquid
of CKX stock owned) securities)
FXRE ADJUST CASH Tot Value
$5.00 $0.375 $13.375 $14.375
$10.00 $0.75 $13.00 $15.00
$15.00 $1.125 $12.625 $15.625
$20.00 $1.50 $12.25 $16,25
$25.00 $1.875 $11.875 $16.875
$30.00 $2.00 $11.75 $17.75
$35.00 $2.00 $11.75 $18.75

Sorry for the formating!! Press Release -

CKX (CKXE) , the owner of Graceland and "American Idol," plans to be taken private by a group led by its CEO.
The company said Friday that it will be acquired for $13.75 a share in cash, a 29% premium to the stock's close Thursday. Shareholders also will receive stakes in FX Luxury Realty, an affiliate of CEO Robert F.X. Sillerman that will have intellectual-property rights to CKX's Elvis Presley and Muhammad Ali branded projects.
The deal will be effected through a merger with 19X, a private company owned by Sillerman and CKX director Simon Fuller. Fuller is CEO of the company's 19 Entertainment unit, which licenses "American Idol."
Shares of CKX were surging $3.95, or 37%, to $14.58, well above the cash portion of the deal. CKX has a 45-day window to solicit competing proposals.
As part of the transaction, CKX acquired 50% of FX Luxury Realty for $100 million in cash. FX Luxury also received the license rights to use the Elvis Presley and Muhammad Ali names to develop real estate and attraction-based projects such as themed hotels and casinos.
"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," said Sillerman in a statement. "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," he said.
FX Luxury Realty currently owns 50% of about 18 acres of land on the Las Vegas Strip, and it has agreed to buy the remaining portion for $180 million. It plans to use this land to develop a casino and hotel project.
FX also owns 13% of Las Vegas casino owner Rivera Holdings (RIV) , and it recently made a buyout offer to that company.

1 Comments:

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