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Aztar Deems Columbia Entertainment Offer Superior2 May 2006PHOENIX, Arizona – (PRESS RELEASE) -- Aztar Corporation (NYSE: AZR) today said that its Board of Directors has determined that a definitive offer received today from Wimar Tahoe Corporation d/b/a Columbia Entertainment, the gaming affiliate of Columbia Sussex Corporation, to acquire Aztar is a superior proposal when compared to the terms of Aztar's current merger agreement, as amended, with Pinnacle Entertainment, Inc. Under the terms of its definitive offer, Columbia Entertainment would acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $50.00 per share in cash and the holders of Aztar's Series B preferred stock would receive $528.82 per share in cash. The consideration remains unchanged from the definitive offer Columbia Entertainment made on April 28, 2006, though other terms did change. The definitive offer included a signed merger agreement. The proposed merger agreement 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 $0.00822 per share of Aztar common stock (and $0.08693 per share of Aztar preferred stock) per day beginning six months after the signing of the merger agreement in the event all required regulatory approvals have not been received by that date. Columbia Entertainment also provided a signed financing commitment letter. Columbia Entertainment stated in its definitive offer that the offer will remain open until 5:00 p.m. (New York City time) on Friday, May 5, 2006. Under the terms of Aztar's merger agreement with Pinnacle, Aztar must wait three business days before it can terminate the merger agreement with Pinnacle and enter into a merger agreement with another party. As previously announced, Aztar and Pinnacle amended their merger agreement on April 28, 2006 to increase the purchase price for each share of Aztar common stock to $45.00 per share in cash and $3.00 of Pinnacle common stock, subject to a collar. 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 such transaction or that a transaction will result. |