SL Resort Holdings Acquires Silverleaf Resorts

Silverleaf Resorts, Inc., a leader in the development, marketing and operation of timeshare resorts, has announced that it has entered into a definitive agreement to be acquired by SL Resort Holdings Inc., an affiliate of Cerberus Capital Management, L.P.

The transaction has been approved by Silverleaf’s Board of Directors, and the Board will be recommending that Silverleaf’s shareholders approve the transaction. Under the agreement, Silverleaf shareholders will receive, at the closing, $2.50 in cash for each share of Silverleaf common stock they own, representing a premium of approximately 75% based on the closing trading price of $1.43 of Silverleaf common stock on February 3, 2011. Cerberus has agreed to provide equity financing for the full amount of the merger consideration.

Thomas Morris, Executive Vice President, Capital Markets and Strategic Planning of Silverleaf, said, “Our Board of Directors and our management team believe that following a review of strategic alternatives this merger transaction is the best approach to maximize shareholder value and is in the best interests of Silverleaf’s shareholders, timeshare owners, and employees. We look forward to working with Cerberus to effect a smooth transition.”

“Cerberus is pleased to be investing in a company with an outstanding management team and proven track-record of success in the vacation ownership industry,” said Timothy F. Price, a Cerberus Managing Director and spokesman. “The family of resorts under the Silverleaf banner has a long history of providing members with convenient, high-quality vacation experiences at affordable prices. We look forward to supporting the Company’s management team and dedicated employees as they work to ensure that the Company’s members continue to enjoy great vacations for years to come.”

Silverleaf has engaged Gleacher & Company Securities, Inc. as its financial advisor in connection with the proposed merger.

The Silverleaf Board of Directors has received an opinion from Gleacher & Company Securities, Inc., that the consideration to be paid to Silverleaf shareholders in the transaction is fair from a financial point of view.

Completion of the transaction is subject to customary closing conditions, including approval by the Company’s shareholders. Silverleaf intends to hold a special meeting of its shareholders for the purpose of approving the merger as promptly as possible. Upon completion of the transaction, Silverleaf will become a private company, wholly-owned by Cerberus, and its common stock will no longer be traded on NASDAQ.

Robert E. Mead, the Chairman of the Board of Directors and Chief Executive Officer of Silverleaf, has entered into a Voting Agreement with Cerberus pursuant to which he has agreed to vote shares beneficially owned by him representing 24.5% of the outstanding shares of Silverleaf in favor of the transaction.
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