Cedar Fair Board Rejects Q Investments' Request For A Third Special Meeting Of Unitholders In Six Months

Board says request fails to meet standard to convene a special meeting

Friday, 10 June 2011

Cedar Fair Press Release

SANDUSKY, Ohio, June 10, 2011 -- The Board of Directors of Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today declared that the latest request from Q Funding III, L.P. and Q4 Funding, L.P. (together with Geoffrey Raynor, "Q Investments") for the Company to hold yet another Special Meeting of Unitholders, this time to remove the General Partner, is deficient and will not be granted.  The proposed Special Meeting would have been the third such meeting to be held so far this year, all at the request of Q Investments.

The Company views Q Investments' request for a Special Meeting as deficient because it fails to provide certain information required to convene such a meeting, including adequate information regarding the successor General Partner, an opinion of counsel with respect to the tax impact of the removal of the General Partner and specific language for the proposed amendment to the Partnership Agreement.  

"In addition to the request being deficient, the Board believes it is a calculated attempt to overturn the results of the June 2, 2011 Special Meeting. It is clear to us that everything Q Investments says and does has been designed to bring about their ultimate goal of an exit strategy for itself and its hedge fund investors, regardless of what would best serve the long-term value creation interests of all our unitholders," said Dick Kinzel, Cedar Fair's President and Chief Executive Officer.  "Q Investments has seen an attractive total return of 65 percent over the past 18 months on its investment in Cedar Fair.  We also cooperated with Q Investments in June 2010 when we added two new independent Board members that they had recommended. This year, after Q Investments failed to provide the Company with any additional Board candidates for consideration, we recently nominated another independent and highly qualified director with a strong financial and strategic planning background, which would make this the fourth new independent director added to our seven-member board since 2008. Yet Q Investments continues to complain.  This makes us question their intentions all the more."

Kinzel added, "We have heard from many of our unitholders that they are frustrated with Q Investments' incessant rants and repetitious, misleading communications.  In addition, we have spent more than $3 million in legal and professional costs – equivalent to earnings of approximately 6 cents per unit – dealing with the special meetings requested by and the seven lawsuits filed by Q Investments against the Company and its Board of Directors in the past 12 months.  Certainly, this time and money could have been put to better use than dealing with Q Investments' continued attempts to circumvent the Company's corporate governance requirements for its own short-term gain."  

Despite Q Investments' repeated and disingenuous assertions to the contrary, the Cedar Fair Board has always been, and remains, willing to arrange a meeting between Q Investments and representatives of the Board.  

"As always, we will listen to the wishes of our unitholders and act prudently according to the best interests of all our investors," Kinzel said.  "We believe, however, that better progress could be made through meaningful and civilized discussions in structured meetings rather than through expensive Special Meetings and court battles."