Mandalay Shareholders Approve Merger

LAS VEGAS -- In a meeting that ended almost as quickly as it began, shareholders of Las Vegas-based Mandalay Resort Group on Friday approved their company's proposed $7.9 billion sale to local gaming giant MGM Mirage. About 100 people gathered in a darkened ballroom at Mandalay Bay for the company's annual stockholders meeting.

Chairman Michael Ensign opened the proceedings around 10:35 a.m., and by 10:40 the 20-year-old company had moved one step closer to becoming a subsidiary of one of its chief rivals. Mandalay didn't release details of the vote, but Vice President and General Counsel Yvette Landau told Ensign the merger received more than the number of votes -- either in person or by proxy -- required to approve the June agreement.

Following the meeting, Mandalay President and Chief Financial Officer Glenn Schaeffer was equally abrupt, saying only, "This means the shareholders have approved the merger. That's all it means."

MGM Mirage spokesman Alan Feldman said Friday's vote was expected, but far from insignificant, to executives at his company.

"It's one thing for management or for analysts to say they like the deal, but it's more significant to hear it from the shareholders," Feldman said.

MGM Mirage still expects the deal to close in next year's first quarter. The merger, which must still be approved by state and federal regulators, would give MGM Mirage 28 properties that generated $6.5 billion in revenue last year.

Should regulators also OK Harrah's Entertainment's pending $9.4 billion acquisition of Caesars Entertainment, MGM Mirage would be the world's second-largest casino operator. The MGM Mirage-Mandalay deal includes stock worth approximately $4.8 billion, $600 million in convertible debentures and the assumption of approximately $2.5 billion in outstanding Mandalay debt.

In other business Friday, Mandalay shareholders re-elected Dr. William Bannen, Jeffrey Benjamin and Rose McKinney-James to the company's board of directors.

Their terms will expire at the company's 2007 annual meeting or when the merger is completed, whichever occurs first. Separately, the company also appointed New York-based Deloitte & Touche as its independent auditor for the year ending Jan. 31.