Open Wheel Racing Series To Acquire Championship Auto Racing Teams

[RaceTime]

OPEN WHEEL RACING SERIES TO ACQUIRE CHAMPIONSHIP AUTO RACING TEAMS

INDIANAPOLIS - SEPTEMBER 10, 2003 – Championship Auto Racing Teams, Inc. (NYSE: MPH) and Open Wheel Racing Series LLC today announced they have signed a definitive agreement providing for Open Wheel Racing Series to acquire Championship for cash equivalent to $0.56 per share, based on the number of shares of Championship common stock currently outstanding. Open Wheel Racing Series has previously stated that, if the transaction is completed, it intends to continue to operate the business of Championship, including continuing to sanction the motorsports series currently known as “Bridgestone Presents the Champ Car World Series Powered by Ford.”
Open Wheel Racing Series is a newly formed holding company owned indirectly by a group of investors including Gerald R. Forsythe, Kevin Kalkhoven and Paul Gentilozzi. Mr. Forsythe or entities owned or controlled by him currently have beneficial ownership of 3,377,400 shares of Championship common stock, approximately 22.9% of the outstanding shares of Championship. These shares will be contributed to Open Wheel Racing Series rather than acquired for cash.

Under the terms of the agreement, Open Wheel Racing Series may terminate the agreement on or prior to September 18, 2003 if Open Wheel Racing Series in its discretion determines that it is inadvisable to proceed with the transaction for any reason whatsoever. Open Wheel Racing Series insisted on this termination right so it could complete its due diligence process.

Under the agreement, the transaction must be approved by stockholders holding a majority of the outstanding shares of Championship. Pursuant to a prior agreement between Mr. Forsythe and Championship, 1,169,680 of Mr. Forsythe’s shares will be voted in accordance with the recommendation of the Championship Board, and Open Wheel Racing Series has committed to vote the remainder in favor of the transaction. Under the agreement, the transaction also must be approved by disinterested stockholders holding a majority of the disinterested shares that actually vote at the stockholders meeting. None of Mr. Forsythe’s shares, including those voted in accordance with the recommendation of the Championship Board, however, will be treated as “disinterested.”

In addition to the stockholder approvals, the transaction is subject to various other conditions, including (1) absence of a material adverse effect or bankruptcy event with respect to Championship, (2) subject to certain exceptions, there not being any pending or threatened suits advancing non-frivolous claims that Open Wheel Racing Series reasonably believes would not be covered by Championship’s insurance policies or that seek to prevent consummation of the merger, prevent Open Wheel Racing Series from owning Championship or prevent Open Wheel Racing Series from operating any material part of Championship’s business, (3) appraisal rights under Delaware law being exercised with respect to no more than 16% of outstanding shares and (4) the termination of all outstanding stock options. The transaction is expected to close towards the end of 2003.

Under the agreement, Championship’s Board retains the ability to pursue and accept a superior acquisition proposal. However, Open Wheel Racing Series is entitled to receive a termination fee of $350,000 if Championship accepts a superior proposal or if Open Wheel Racing Series terminates the agreement because Championship’s Board withdraws or adversely modifies its recommendation of the transaction to Championship’s stockholders or takes action under its shareholder rights agreement to permit another person or entity to acquire 15% or more of Championship’s stock.

Championship is being advised by Bear, Stearns & Co. Inc. in connection with the transaction.

In connection with the announcement of the transaction, Christopher R. Pook, Championship’s president and chief executive officer stated: “As we have previously disclosed, this past year has been incredibly difficult for Championship. We believe this transaction provides the best value available to stockholders while at the same time making it possible for our series to continue in the future. We realize that the price is disappointing compared to recent trading prices for our stock. Management and the Board energetically pursued other alternatives but we believe that there is not any better alternative for our stockholders. We even considered liquidating the company, but concluded that after covering all our existing obligations and all of the liabilities that would be created if Championship went out of business there would be less left for our stockholders than the consideration offered in this transaction.”

Kevin Kalkhoven and Paul Gentilozzi, principals in Open Wheel Racing Series, stated: “Championship has millions of people who come to the races and even more follow it around the world on television. Open Wheel Racing Series intends to fulfill its commitment to these fans by keeping Championship in its current format of ovals, road races and street courses. It is our intention that Championship will be the premier open wheel racing series of the Americas. We will also take the opportunity of continuing successful overseas programs such as Surfers Paradise in Australia.”

Open Wheel Racing Series also believes that the long-term future of open wheel racing in the Americas will be enhanced by introducing new fans to Championship by its collaboration with MotoRock.

ABOUT CHAMPIONSHIP AUTO RACING TEAMS, INC.

Championship Auto Racing Teams, Inc. (NYSE: MPH) owns, operates and markets the 2003 Bridgestone Presents The Champ Car World Series Powered by Ford. Veteran racing teams such as Newman/Haas Racing, Player’s/Forsythe Racing, Team Rahal, Patrick Racing and Walker Racing will compete with many new teams this year in pursuit of the Vanderbilt Cup. CART Champ Cars are thoroughbred racing machines that reach speeds in excess of 200 miles per hour, showcasing the technical expertise of manufacturers such as Ford Motor Company, Lola Cars, Reynard Motorsport and Bridgestone/Firestone North American Tire, LLC. The 19-race 2003 Bridgestone Presents The Champ Car World Series Powered by Ford will be broadcast by television partners CBS and SPEED Channel. CART also owns and operates its top development series, the Toyota Atlantic Championship. Learn more about CART’S open-wheel racing series at www.champcarworldseries.com.

ADDITIONAL INFORMATION

Stockholders of Championship Auto Racing Teams, Inc. are urged to read the proxy statement that Championship Auto Racing Teams, Inc. will file on Schedule 14A with the Securities and Exchange Commission (“SEC”) when it becomes available, and any other relevant documents filed or to be filed in the future with the SEC because those documents will contain important information about Championship Auto Racing Teams, Inc., the proposed transaction and related matters. Investors and security holders can obtain free copies of the proxy statement when it becomes available at Championship Auto Racing Teams, Inc.’s website, www.champcarworldseries.com. Investors and security holders can also obtain free copies of the proxy statement when it becomes available and other documents filed by Championship Auto Racing Teams, Inc. with the SEC at the SEC’s web site at www.sec.gov. Any reports, statements and other information filed by Championship Auto Racing Teams, Inc. may be read and copied at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information.
Championship Auto Racing Teams, Inc., and its directors and executive officers may be deemed to be participants in the solicitation of proxies of Championship Auto Racing Teams, Inc.’s stockholders to approve the proposed transaction. Such individuals may have interests in the transaction, including as a result of holding options or shares of Championship Auto Racing Teams, Inc.’s stock. Information regarding these directors and executive officers and their ownership of Championship Auto Racing Team options and stock is contained in Championship Auto Racing Team’s proxy statement on Schedule 14A, filed with the SEC on June 16, 2003. Additional information regarding these directors and executive officers will be included in the proxy statement filed in connection with this transaction.

[Jay]

Well there it is....

[Dov]

But how long is this transaction going to take?

[paul-collins]

...and there was much rejoicing...

First hurdle, done. What's next?

[Jay]

Good question...hopefully quickly. At least it's on the table now. 0.56 cents is low, but honestly, how would Cart possibly get anymore for its shareholders? I'd take it if I were a shareholder. (well..actually, I'd sell my shares now).

[Snrub]

Let's get this done and get it behind us. We need to concentrate on:
1. Improve the quality of racing. It's getting better and better, but it's not up to what it was a couple years ago.
2. Get more people watching live and on TV. They need to do more with CBS next year and figure out how to avoid conflicts of schedule.

One thing I've wondered about is saturday afternoon racing. Why not prevent it from comming into conflict with other series and other scheduled events? Surely there are a similar number of people watching TV at that time. I suppose qualifying loses some ticket sales, but maybe they should do qualifying the day of. (although maybe there is some PR drawbacks of an entire day to do the announcment of pole, etc.)

[The Snout]

Open Wheel Racing Series intends to fulfill its commitment to these fans by keeping Championship in its current format of ovals, road races and street courses. It is our intention that Championship will be the premier open wheel racing series of the Americas. We will also take the opportunity of continuing successful overseas programs such as Surfers Paradise in Australia.”


Now THAT is a vision.

Not out of the woods but the light is in sight and we've taken another big step.

[Tailwind]

This sounds good to me. I was worried that this would drag on for a lot longer. Are we now to a point where sponsers can start making plans and bugets for next year? Can we get the 2004 schedule set?

[indycool]

"The transaction is expected to close near the end of 2003" to answer that question. That could continue to pose a hardship for the teams and venues.
I also find the absence of Russo and Motorock puzzling. Maybe Gentilozzi is carrying Motorock's flag in it, but it looks like Russo is out.
Pook seemingly answered one question: Liquidation was going to outweigh the 56-cent price offered.
But it does say OWRS can pull the plug anytime in the next eight days and can also pull the plug if Vannini sues.

[Flatspot]

I am finding hard to beleive that C^RT would make this announcement if they didn't have the Vannini issue pretty well covered. I may be wrong but I think there has got to be something going on there that is being held under very close cover. This is going to be very interesting to watch.

[indycool]

Yes, flatspot, it'll be interesting. I just saw a quote from Vannini on another board in which he stated he wouldn't vote for it and he doesn't think it'll go through because he can't see all the OWRS conditions being met.

[Jay]

I hope you're right Flatspot...in fact I think you are. I'm not sure of the legalities involved, but I wouldn't be surprised if Cart settled something Vannini on the side. Hopefully that'll take care of it.

[indycool]

Jay, it hasn't happened.....Vannini reaction quote just went up on AR! saying he wouldn't vote for the deal and doesn't think others would, either. Described the offer as "pure fantasy."

[Jay]

well, we'll see where it goes... AR1 seems to have some kind of in with Vannini, relationship? Anyway, that may be the initial reaction, but much like this deal, things don't happen overnight. Again, we'll see where it all goes.

[macdaddy]

"Let's get this done and get it behind us." - Snrub

Couldn't have said it better myself.

Indycool noticed something that I has missed... The absence of Russo's name on that release. Up until now he seemed to have been the most vocal about their future plans, however I was getting the impression that the other parties involved weren't necessarily on the same page. And their latest statement, "It is our intention that Championship will be the premier open wheel racing series of the Americas," seems to contradict some of the hints that Russo had been giving. How can we find out for sure if Carl is still involved?

Vannini... Vannini... Vannini...
I get the impression that we've not heard the last of him.

But, as Paul said, the first hurdle has been cleared. And it was a big one.



(I'd be remiss if I left out the beer-thingy!)

[sgw2]

56 cents, which is only about $8.2M, is way too low to pass.

I cannot see the mutula funds, Vannini, or Eaton voting for it. These represent about 60% of all MPH shares. The 23% Forsythe holds wont count as "disinterested."

BTW, it looks like Forest Bond was spot on about CART's financial situation. Pook confirmed that CART will finish the season with less than $8M in the release today.

[indycool]

sgw2, your key words are "finish the season." What we DON'T know, liability-wise, are the ramifications of Pook's statement that liquidation would outweigh the 56-cent offer. Vannini could well dispute that in court as he seems to be disputing it publically. As you said (and Bond predicted), Pook's statement says $8 million is "it." As we sit here and now, is that true?

Vannini and Eaton control about 2.2 million shares, plus Fuller, Thayer and the other outfit with a million or so each. That's around 4 million shares against to start with....pretty close to the 5.7 million or so needed to defeat it.

And if it comes to a proxy fight, Vannini could up his load at a moderate price and Eaton could, too. CART's BoD liability insurance company could be squirming bigtime right now.

[corkholio]

One step in the right direction but they still need to shove Vannini & Co. out of the way (probably with a wad of $$$).

I am glad they are planning on keeping the diversity, even if the individuals participating in this buyout seem to indicate something else, though that remains to be seen. The most interesting thing would be to see what the new owners would do with engine manufacturers and constructors, as the current set of cars are just too expensive for the current economic climate. I have yet to hear a thing about what cars and engine they will run beyond 04.

For once the teams and drivers will be the second thought to upcoming silly season.

[climb]

Open Wheel Racing Series intends to fulfill its commitment to these fans by keeping Championship in its current format of ovals, road races and street courses. It is our intention that Championship will be the premier open wheel racing series of the Americas. We will also take the opportunity of continuing successful overseas programs such as Surfers Paradise in Australia.”

Honestly: what's new?
It's a fascinating strategy that proved uneffective to keep CART alive.
Shouldn't we expect some innovating choice?
For instance, trasnfers to Australia are very expensive: considered that most teams are not held by billionaires, is it still an affordable luxury?

[Dov]

(Good Read) From rpm.espn.com:

Wednesday, September 10

Beleaguered CART gets good news
By Robin Miller
Special to ESPN.com



The only people interested, financially speaking, in keeping Championship Auto Racing Teams (CART) alive have agreed to buy the beleaguered series and keep it running in the diversified format that separates it from any other.

Whether it's approved by the majority of shareholders remains to be seen but Open Wheel Racing Series LLC, a group of investors who are also car owners in CART and include Gerald Forsythe, Kevin Kalkhoven and Paul Gentilozzi, announced late Wednesday night it had signed a definitive agreement to acquire CART for $0.56 per share.

"Open Wheel Racing Series intends to fulfill its commitment to its fans by keeping Championship (CART) in its current format of ovals, road races and street courses," said Kalkhoven and Gentilozzi in a prepared statement. "It is our intention that Championship will be the premier open wheel series of the Americas.

"We will also take the opportunity of continuing successful overseas programs such as Surfer's Paradise in Australia."

Following weeks of serious concern among drivers, mechanics, owners and sponsors about whether CART could continue past 2003, this was the first positive news.

"We've all been patiently waiting and I was starting to get a little nervous but this is great news and I'm all for it," said Jimmy Vasser, the 1996 CART champion, from his home in Las Vegas.

"I want to stay involved in this series and I think this new group of owners have a lot of good ideas and a good business plan."

After this 24-year-old public company announced a few weeks ago it wouldn't have enough money to exist in 2004, OWRS came to life in the form of longtime Champ Car competitor Forsythe, who is also CART's No. 1 shareholder, and rookie CART owners Gentilozzi and Kalkhoven. Carl Russo, whose team recently captured CART's Toyota Atlantic championship, also joined the group along with Jamie Rose of MotoRock.

Their intention is to buy CART, take it private, cut the fat out of the front office, compact the 2004 schedule to the most popular venues and use MotoRock's musical promotions to try and attract a new fan base.

But, most importantly, they're commited to putting up as much as $25 million apiece to stay in business.

"None of us want to own a series but we had to do something because it didn't look like anybody else was going to put in an offer and it was obvious CART was going to vanish before the end of 2004," Russo told ESPN.com two weeks ago in Denver.

"We all believe in the product and we're willing to invest in its future."

This transaction still must be approved by stockholders holding the majority of outstanding shares but it's unlikely anyone is going to step up and make a better offer for a company that owns no tangible property -- only contracts with race tracks.

And while Forsythe controls 3,377,400 shares, or 22.9 percent of CART, the No. 2 stockholder could be the key player in this deal.

Jon Vannini, a driver in CART's Barber Dodge Pro Series who happens to own 12 percent of CART's stock, has watched his $15 million investment plummet to under $300,000 in value.

Vannini was reportedly enraged when CART announced its bleak financial outlook and it's long been rumored he might sue for mismanagement. He was quoted Tuesday night on AutoRacing1.com's web site:

"In my judgement, this buyout proposal is pure fantasy. I simply don't see the majority of shareholders voting in favor of this deal. I know I won't."

OWRS has until Sept. 18, 2003 to terminate this agreement and are also receptive to other offers, in which case OWRS would receive a $350,000 termination fee. If the majority of non-interested shareholders does not accept OWRS offer, the next option for CART could be bankruptcy.

The rise and fall of CART is a study in greed, mismanagement and stupidity.

A circuit formed and run by car owners in 1979 because of the incompetence of the United States Auto Club, CART had taken over all Indy-car racing except the Indianapolis 500 by 1982. Despite the in-fighting and lack of leadership, CART found itself on top of the motorsports world by 1993 when Nigel Mansell chose to come to CART rather than defend his Formula One title. By 1995, CART had $400 million worth of sponsorship, great depth of talent and was playing to packed houses all over the United States and a big international TV audience -- which concerned F-1 supremo Bernie Ecclestone.

But, when Tony George started the Indy Racing League in 1996, open wheel racing became divided, fans became confused, sponsors became disgusted and TV ratings began to drop along with attendance.

In 1998, CART decided to go public and its shares opened at $16 -- going as high as $35 a year later.

CART still had everything but the Indy 500 from '96-2001 but alienated Honda and Toyota with pathetic officiating and an inability to come up with a new engine formula -- driving them to the IRL.

Roger Penske, a co-founder of CART who sold his stock for a nice profit before defecting to the IRL full-time in 2002, was followed to George's all-oval series this year by Chip Ganassi's 4-time CART champs, Michael Andretti's new team and Morris Nunn.

With all those defections, CART CEO Chris Pook spent an estimated $60 million this season to finance and field several of the 19 cars on the current grid. CART has also spent millions for its races to be televised on CBS and Speed. By year's end, it's estimated CART's kitty (once $120 million) will be under $25 million.

CART's stock was at $5.28 earlier this year but closed Wednesday at .88 cents a share. OWRS offered $0.50 a share two weeks ago and then agreed to pay $0.56.

The question remains: is that a bargain price or waste of money? Robin Miller covers open wheel racing for ESPN and ESPN.com.

[The Snout]

But, most importantly, they're commited to putting up as much as $25 million apiece to stay in business.


So they saying OWRS are prepared to chuck in 100 million, hadn't seen that elsewhere. They also mention Russo is part of the deal, and the annoucement only said included PG,GF and KK, didn't say only them so perhaps he's still in.

Vannini, he's only said he won't vote for it, he still seems a bit yellow on a lawsuit, that would take balls and all we've seen from him is jabber, I'm not convinced he's packing anything downstairs.

[GP Racer]

Originally posted by climb
Open Wheel Racing Series intends to fulfill its commitment to these fans by keeping Championship in its current format of ovals, road races and street courses. It is our intention that Championship will be the premier open wheel racing series of the Americas. We will also take the opportunity of continuing successful overseas programs such as Surfers Paradise in Australia.”

Honestly: what's new?
It's a fascinating strategy that proved uneffective to keep CART alive.
Shouldn't we expect some innovating choice?
For instance, trasnfers to Australia are very expensive: considered that most teams are not held by billionaires, is it still an affordable luxury?

I have to agree with you Climb, where's the innovative thinking that's going to take CART into the future? How are these new owners going to make CART profitable without making any real changes to the series?

This sounds like Pook's plan, re-heated.

[indycool]

That $25 million apiece figure, I believe, is in error. The paperwork so far limits their investment, after the sale goes through, to $15 million total with an option to liquidate on Feb. 28, 2005.

[Jay]

That's just a number that they through out there though, if Cart goes private all numbers will be hidden so they can do whatever they want... I think hte $15 or 25 or whatever number is irrelivant. They'll spend what they have to.

[Liz]

I like the idea that at least the wheels are turning now, and there is no more jabber about allowing TG (The Grandson) to assume any position except possibly supine in the new world order.)

There are a lot of bridges to be crossed between now and next season, but at least we have financially sound people starting to cross them.

P.S. I think Vanini wants Shut Up Money. Personally I'd opt for the Horse's Head in the Bed option, but time will tell.