PHOENIX, May 10 /PRNewswire-FirstCall/The Tropicana Casino in Atlantic City has announced it has received a takeover offer from Columbia Entertainment, the operator of several hotels including the Las Vegas Westin.
Aztar Corporation (NYSE: AZR) announced today that it has received an offer from Wimar Tahoe Corporation d/b/a Columbia Entertainment, the gaming affiliate of Columbia Sussex Corporation, to acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $53.00 per share in cash and the holders of Aztar's Series B preferred stock would receive a commensurate payment dictated by the terms of their securities. Columbia Sussex operates nearly 70 hotels and casinos around the country, including the Las Vegas Westin, resorts in the Grand Cayman Islands, and in New York state, hotels in Rochester and on Long Island.
Columbia Entertainment's offer stated that its offer will remain open until 12:00 noon (New York City time) on Wednesday, May 17, 2006 and reserved the right to revoke its offer in the event that Aztar's Board of Directors does not determine its offer to be a superior proposal under Aztar's merger agreement with Pinnacle Entertainment, Inc. and notify Pinnacle of such determination by 10:00 p.m. (New York City time) onThursday, May 11, 2006.
The offer included a signed merger agreement and contemplates a substantial deposit, payable to Aztar in certain circumstances (including failure to obtain regulatory approvals), in the event that an executed merger agreement, if any, is terminated. The proposed merger agreement also provides for an increase in the purchase price at the rate of $0.00871 per share of Aztar common stock (and a commensurate increase per share of Aztar preferred stock) per day beginning six months after the signing of the merger agreement. Columbia Entertainment also provided a signed financing commitment letter.
Aztar's Board met tonight to preliminarily consider the offer by Columbia Entertainment and will continue to consider such offer. In considering the offer, Aztar's Board will take into account all relevant factors, including all regulatory matters, the likelihood that a transaction with Columbia Entertainment would actually be consummated and the anticipated timing of closing. Aztar cautions that there can be no assurance that Aztar's Board will determine that the offer from Columbia Entertainment constitutes a superior proposal under Aztar's merger agreement with Pinnacle.
Aztar's Board is not making any recommendation at this time with respect to the Columbia Entertainment offer, and there can be no assurance that Aztar's Board will approve any transaction with Columbia Entertainment or that a transaction will result.
As announced on May 5, 2006, Pinnacle and Aztar are party to an amended merger agreement, under which Pinnacle would acquire all of the outstandingcommon shares of Aztar for $51.00 per share, consisting of $47.00 in cash and $4.00 in Pinnacle common stock, subject to adjustment.
About Aztar Corporation
Aztar is a publicly traded company that operates Tropicana Casino and Resort in Atlantic City, New Jersey, Tropicana Resort and Casino in Las Vegas, Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada, Casino Aztar in Caruthersville, Missouri, and Casino Aztar in Evansville, Indiana.
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