The Rights Plan is similar to plans adopted by other public companies and is designed to ensure that all of the Company’s shareholders have the opportunity to realize the long-term value of their investment in the Company and to guard against abusive tactics so that no person or group can gain a control or control-like position in the Company through open market accumulations of the Company’s common stock or other tactics potentially disadvantaging the interests of the Company’s shareholders without negotiating with the Board and without paying an appropriate control premium to all shareholders.
The Rights Plan is intended to position the Board to fulfill its duties by ensuring the Board has sufficient time to make informed judgments that are in the best interests of the Company and its shareholders.
The Rights Plan provides for the issuance of one right for each outstanding share of the Company’s common stock. Under the Rights Plan, rights will become exercisable if a person or group acquires beneficial ownership of 10% or more of the Company’s outstanding common stock in a transaction not approved by the Board or if an existing shareholder that already beneficially owns 10% or more of the Company’s outstanding common stock subsequently increases its ownership by one or more shares. In the event that the rights become exercisable, each right will entitle the holder to buy one-thousandth (1/1,000) of a share of a series of junior preferred stock at an exercise price of
Although any shareholder beneficially owning 10% or more of the Company’s common stock at the time of the adoption of the Rights Plan is grandfathered, the rights will become exercisable if that shareholder subsequently increases its ownership by one or more shares.
The Rights Plan also includes a qualifying offer provision, which allows shareholders to require the Board to call a special meeting to vote on a pending offer, provided the offer meets certain qualifying criteria.
Additional details regarding the Rights Plan will be contained in a Current Report on Form 8-K being filed by the Company with the
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Additional information, including our Form 10-K for the fiscal year ended
Cautionary Note Regarding Forward-Looking Statements
Except for historical information contained herein, this news release contains certain “forward-looking statements” within the meaning of
You are cautioned not to place undue reliance on these forward-looking statements; our actual results may differ significantly from those projected in the forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to vary materially from future results include but are not limited to: competition from other parks which we believe is increasing, factors related to the spread of COVID-19 and its variants, difficulty engaging seasonal and full-time workers, weather conditions during our primary tourist season, the price of animal feed and the price of gasoline. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot guarantee future results, levels of activity, performance or achievements.
We believe the expectations reflected in forward-looking statements are reasonable; however, we can give no assurances that such expectations will be realized, and actual results could differ materially. We assume no obligation to update any of these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements, except as required by applicable law. A further description of these risks, uncertainties and other matters can be found in the Company’s annual report and other reports filed from time to time with the
Important Additional Information
The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with any matters that would be considered at the 2024 annual meeting of shareholders of the Company (the “Annual Meeting”). Additionally, the Company, its directors and certain of its executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with any matters that would be considered at the special meeting of shareholders of the Company currently scheduled for
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(706) 663-8744
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