A Cedar Fair Press Release

 

SANDUSKY, OHIO, May 22, 2006 -- Cedar Fair, L.P. (NYSE: FUN), a publicly traded partnership which owns and operates seven amusement parks and five water parks, today announced that it has signed a definitive agreement for the acquisition of the Paramount Parks. Cedar Fair, L.P. will acquire the stock of Paramount Parks, Inc., a wholly owned subsidiary of CBS Corporation (NYSE: CBS) (NYSE: CBSA) for a cash purchase price of $1.24 billion.

The five Paramount Parks consist of Canada’s Wonderland near Toronto, Canada; King’s Island near Cincinnati, Ohio; King’s Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California.

“This transaction offers a unique opportunity for us to acquire a world-class asset portfolio,” said Dick Kinzel, Cedar Fair’s chairman, president and chief executive officer. “It is not every day that we have the chance to purchase five great family-oriented parks that fit extremely well with our existing parks. This acquisition will provide exciting new growth opportunities and the potential for meaningful incremental free cash flow as we realize $20-$30 million in annual cash flow synergies over the next 3-5 years. It will also add significant geographic diversity to our portfolio of parks and improve our position as one of the largest regional amusement park operators in the world.”

In 2005, Paramount Parks generated revenues of approximately $423 million while entertaining 12.2 million guests. Cedar Fair reported $569 million in revenues and 12.7 million guest visits. On a combined basis, the two companies generated almost $1 billion in revenues and entertained approximately 25 million guests in 2005.

The transaction is subject to conditions, including regulatory approval and other terms and conditions customary for transactions of this type, and is expected to close during the third quarter. Further details were not disclosed.

Cedar Fair was advised by Bear, Stearns & Co. Inc. and Rothschild, Inc., and Bear Stearns is providing $2.0 billion in committed financing in support of the transaction. Squire, Sanders & Dempsey provided legal counsel to Cedar Fair.

Cedar Fair’s seven amusement parks are Cedar Point, located on Lake Erie between Cleveland and Toledo; Knott’s Berry Farm near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Valleyfair near Minneapolis/St. Paul, Minnesota; Worlds of Fun, located in Kansas City, Missouri; Geauga Lake & Wildwater Kingdom near Cleveland, Ohio; and Michigan’s Adventure near Muskegon, Michigan. The Partnership’s water parks are located near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott’s Berry Farm and Worlds of Fun. Cedar Fair also owns and operates the Castaway Bay Indoor Waterpark Resort in Sandusky, Ohio. Cedar Fair’s flagship park, Cedar Point, has been voted the “Best Amusement Park in the World” for eight consecutive years in a prestigious annual poll conducted by Amusement Today newspaper.

Mr. Kinzel will host two conference calls and webcasts to discuss the acquisition. The first call will be to answer investor and analyst questions and is to be held at 11:00 a.m. Eastern Time on Monday, May 22, 2006. The second call to answer questions from the media as well as follow up on any additional questions from the investment community will be held at 1:00 p.m. Eastern Time. These calls can be accessed at 1-800-231-5571. The live conference call and presentation slides may be accessed in “listen only” mode via the Cedar Fair web site (www.cedarfair.com). Both conference calls will be made available for replay starting at approximately 4:00 p.m. ET, Monday, May 22, 2006, until 11:59 p.m. ET, Monday, June 5, 2006. In order to access the replay of the conference call, please dial 1-877-519-4471 followed by the access code 7426624 for the investor call and access code 7426623 for the media call.

 

“Editors: B-roll of Cedar Fair’s flagship amusement park, Cedar Point, is available via satellite: Date: May 22, 2006. Time: 10:00 to 10:15 EST. Satellite: AMC 2. Transponder: 1. Audio: 6.2 MHz. 6.8 MHz. Down Link: 11720 Vertical Down. Trouble #: (440) 838-5377 Ext 254. Technical Contact: Jerry Patton, Classic Worldwide Productions, 5001 East Royalton Road, Cleveland, OH 44147. Phone: (440) 838-5377. Fax: (440) 838-1240.

 

Some of the statements contained in this news release constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumer leisure time and spending, adverse weather conditions, unanticipated construction delays and other factors could affect attendance at our parks and cause actual results to differ materially from the Partnership’s expectations. In addition, risks and uncertainties concerning the acquisition include, but are not limited to, regulatory approval, the timely receipt of financing and the fulfillment of other specified closing conditions.