From the Sandusky Register…

SANDUSKY

The ‘no’ votes are piling up against the proposed $2.4 billion Cedar Fair buyout.

Neuberger Berman, an asset management firm in New York, has announced in an SEC filing that it opposes the proposed merger agreement. Neuberger manages 9.6 percent of Cedar Fair’s outstanding units, and has full discretion on voting for 8.6 percent of those units.

Neuberger’s disclosure follows an announcement from Q Funding, a Fort Worth company controlled by Texas investment banker Geoffrey Raynor, that it intends to vote against the proposed merger and is asking other unitholders to join it in opposing the deal.

The most recent SEC filing indicates that Raynor now controls voting rights for about 15 percent of Cedar Fair’s units.

Cedar Fair must win approval of the Apollo Global Management deal from votes representing two-thirds of its units, and unitholders who don’t bother to vote will have their units counted as ‘no’ votes.

The amusement park company is expected to mail out a final proxy statement within days giving a deadline on when to vote on the proposed deal.

The merger agreement reached in December by Apollo and Cedar Fair offers unitholders $11.50 per unit. Cedar Fair’s units closed Tuesday at $12.19 per unit.

The announcement that two entities controlling about 23 percent of the votes oppose the deal makes it “very difficult” for the merger to go through, said analyst Justin Lumiere, who runs the Special Situations/Risk Arbitrage Group for Summit Securities Group in New York.

Small investors in Sandusky also have not greeted the merger agreement with open arms, according to local brokers and lawsuits filed at the courthouse.

John Sprau, who lives in Sandusky, said he continues to believe the $11.50 offer is too low.

Stacy Frole, director of investor relations for Cedar Fair, said Tuesday the company will continue to communicate its message that Cedar Fair’s board believes Apollo’s offer was fair.

“We will continue as we go through this process to reach out to investors, including Q Funding and Neuberger Berman,” she said.

Asked if Cedar Fair believes the merger agreement now appears likely to fall through, she said, “We wouldn’t be able to speculate on the outcome of the vote at this point.”

Lumiere said Cedar Fair no doubt has lawyers advising Frole and other company officials about what to say. Once Cedar Fair signed an agreement with Apollo, its spokespersons have little choice but to repeat that the board supports the deal with Apollo, he said.

“They’ll just keep repeating it over and over again,” Lumiere said.

He issued a new report about the proposed merger on Monday. In it, Lumiere applied the latest financial numbers from comparable entertainment companies to arrive at an estimate for what Cedar Fair’s units might really be worth. He arrived at a possible value of $13.19 per unit.

“It could feasibly trade where it is trading right now, without a deal,” he said.

From BusinessWeek…

Cedar Fair LP said Tuesday that it is proceeding with its proposed $635 million acquisition by asset manager Apollo Global Management.

The amusement and water park operator said in a filing with the Securities and Exchange Commission that it reached out to 32 other potentially interested parties during the 40-day period in which it was allowed to try to find alternative bids. In that time Cedar Fair, based in Sandusky, Ohio, said six of the parties wanted confidential company information in order to evaluate a possible deal but none of them wound up making an offer.

Now that the go-shop period has ended, Cedar Fair said in the filing that its board still believes the proposed deal with Apollo maximizes value for its unitholders.

Cedar Fair owns and runs 11 amusement parks, six outdoor water parks and five hotels, including Cedar Point in Ohio, Canada’s Wonderland near Toronto, Dorney Park in Pennsylvania and California’s Knott’s Berry Farm and Great America.

The potential acquisition comes at a time when the company has struggled to keep consumers coming to its properties. With the economy still fairly fragile and unemployment numbers high, many consumers have pulled back on their discretionary spending, which has pushed amusement and water park attendance levels lower.

Even rival theme park operator Six Flags has succumbed to recessionary pressures, filing for bankruptcy protection in June.

Cedar Fair accepted Apollo’s $11.50 per share offer last month. The transaction’s total value is estimated by the companies at $2.4 billion, which includes the assumption of debt.

At the time Cedar Fair agreed to the acquisition, the offer price was a 27 percent premium to its closing stock price of $9.08. The shares fell 29 cents, or 2.3 percent, to $12.49 Tuesday morning, or 8.5 percent above the offer price.

The acquisition is expected to close by the start of the 2010 second quarter. It is dependent on regulatory clearance and holders of two-thirds of the company’s shares supporting the transaction.

From the Sandusky Register…

There’s just one shopping day left until Christmas.

But if you want to buy an amusement park chain with 11 amusement parks and six water parks, there’s still about 32 shopping days left.

Cedar Fair has 40 days from Dec. 16 — the day it signed an agreement to be acquired by an affiliate of Apollo Global Management — to consider other offers. That period runs through Jan. 25, said Stacy Frole, director of investor relations for Cedar Fair.

“It’s referred to as a go-shop period,” she said.

If you want a chance to buy Cedar Fair, you’d better have a lot of money.

Apollo has offered $11.50 per unit and is taking on all of Cedar Fair’s debt.

That adds up to a deal worth $2.4 billion, give or take a few pennies.

Some analysts suggest Apollo’s offer is a bit low.

Cedar Fair must win approval from at least two-thirds of the unitholders for the deal to go through.

George Andrew Karolyi, professor of finance and global business at Cornell University, said the offer seems fair. He noted that $11.50 is a 28 percent premium over the closing price when the offering came out.

“A typical premium in most of these types of transactions is 20 percent,” Karolyi said. “It’s hard to imagine in this environment people would price it up much higher than that.”

Karolyi said he assumes other companies are looking at whether to try to top Apollo’s offer.

The BlackStone Group, which like Apollo is a private equity company headquartered in New York City, bought SeaWorld Parks and Entertainment late this year. It completed the transaction Dec. 1.

“I’m sure they’re probably asking themselves whether they should make a move on this Cedar Fair investment,” Karolyi said. “I don’t see why they wouldn’t. If they are making a serious push in this business, then why not?”

Cedar Fair won’t comment on inquiries it receives, Frole said. Any expressions of interest or offers would go to Cedar Fair’s financial advisors, Rothschild and Guggenheim Securities, Frole said.

Assuming that a better offer doesn’t come along, unitholders will be mailed proxy statements in February that include a ballot to vote on the Apollo deal, Frole said.

The unitholders may mail their ballots in, vote using the Internet or vote over the telephone, Frole said.

Each unit represents one vote, and the deal with Apollo must be approved by owners of two-thirds of the outstanding units.

“It’s very important for everybody to vote,” Frole said. “Like an election, every vote matters.”

The board of directors and Cedar Fair’s management team are in support of the deal, Frole said, encouraging people to read the proxy statement when they receive it.

Filed by Jan. 8, the Securities and Exchange Commission will have 30 days to review the proxy statement before it’s mailed. When it’s filed, though, it will be a public document, available at the SEC’s Web site.

John Sprau, a unitholder involved in a civil lawsuit that seeks to halt the Apollo deal, said he looks forward to reading the proxy statement.

“I am kind of anxious to see where we’re going from here,” he said.