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Casino Journal Publishing to be Sold

A letter of intent was signed this week, in which the majority ownership interest will be acquired for $9.82 million, consisting of $7,795,000 in cash at closing and up to $2,025,000 in the form of two series of contingent notes which will be issued to management shareholders and certain restricted shareholders of the company. The letter of intent provides that upon approval of the Board of Directors of Casino Journal Publishing Group, Inc. and the signing of a definitive agreement, BG Media Investors L.P. will commence a tender offer to the public shareholders of the company. Per the letter of intent, the public shareholders will receive a total of approximately $4.32 million. The letter of intent states that the public shareholders, on a fully diluted basis including all outstanding non-insider options, will receive no less than $3.50 per share, a premium of approximately 48 percent over the closing price of Casino Journal Publishing Group, Inc. common stock as of the close of trading on April 16, 1999 and the company's common stock 52 week high bid price. The final per share price will be determined before the commencement of the tender offer.

In order to obtain 51 percent ownership, BG Media Investors L.P. will purchase the remaining shares needed from certain restricted shareholders (private placement shareholders) and current management. The company will purchase the remaining shares for $3,475,000 and issue contingent notes worth up to $2,025,000 which shall be convertible into cash to the management and restricted shareholders upon Casino Journal Publishing Group, Inc. attaining certain financial performance benchmarks in fiscal 1999. It is anticipated that upon completion of the transaction, BG Media Investors will own 51 percent of the company while current management will own 49 percent.

Completion of the transaction is subject to conditions such as completion of due diligence by BG Media Investors L.P. or its assignees; approval of the board of directors of Casino Journal Publishing Group, Inc.; completion of a definitive agreement; successful completion of the tender offer to privatize the company; and other regulatory approvals.

BG Media Investors L.P. is a $145 million private equity buyout fund targeting investments in small and medium-sized media companies. The Fund's principals include John D. Backe, former CEO and President of CBS, Inc., J. William Grimes, former CEO of ESPN, Univision Holdings and Multimedia, Inc., Ted Carroll and Earl Macomber who have been responsible for the financing and execution of Mr. Backe's private investment transactions over the past 14 years.

"After months of negotiating with various parties, the company felt that a transaction with BG Media Investors L.P. was the best one for our shareholders, employees and management and would be the best one to fulfill our vision for the future of Casino Journal Publishing Group, Inc.," said Casino Journal Publishing Group, Inc. Chairman and CEO Glenn Fine. "Our goal is to continue the more than 25 percent year over year internal growth the company has been obtaining while exploring growth via acquisition. BG Media Investors shares this growth vision. With the experience of BG Media's principals and the capital they can provide to complete our mutual growth vision, we feel that this is one of the best ways to stimulate the progress of our business plan."

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