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Empire Resorts Advances Acquisition of Properties4 March 2005MONTICELLO, New York -- (PRESS RELEASE) -- Empire Resorts, Inc. ("Empire") (NASDAQ: NYNY) announced today that Empire and Concord Associates LP and its affiliate entered into an agreement and plan of merger and contribution, which amends, restates and supersedes a November 2004 letter agreement regarding the acquisition by Empire of the Concord and Grossinger's resort properties. The action follows a favorable 6-3 vote in the Sullivan County Legislature on February 10, 2005, approving five Native American casinos for Sullivan County and the introduction by Governor George E. Pataki of a bill pending in the New York State Legislature for the global settlement of Native American land claims and authorization for gaming compacts for Catskill casinos. Concord Associates LP is a joint venture owned by Westchester New York Developer Louis Cappelli and Reckson Strategic Venture Partners, a real estate venture capital fund originally formed by Reckson Associates Realty Corp. ("Reckson"; NYSE:RA), which was spun-off to Reckson shareholders as part of Frontline Capital Group in 1998. Under the agreement and plan of merger and contribution, executed March 3, 2005, the parties agreed to close the transaction immediately after the approval of Empire's shareholders and any required consent of holders of Empire's convertible notes is obtained, waiving a prior condition in the 2004 letter agreement that land designated for Native American gaming at the Monticello Raceway or the Concord Resort first be transferred to the United States to be held in trust for a Native American Nation. The parties also agreed to structure the transaction as an acquisition by a newly-formed holding company that would be named and whose shares would continue to be traded as Empire Resorts, Inc. Following the acquisition, the new company will own the combined assets of Empire and the transferors. Robert Berman, CEO of Empire Resorts said, "With this transaction Empire is well positioned to develop two of the five allotted Catskills casinos provided for in the pending legislation. This is good for our shareholders because it will allow us to quickly combine our resources." Scott Rechler, CEO of Reckson, added, "I look forward to completing the transaction and continuing to work with Empire to bring gaming to the Catskills." The acquisition includes casino and hotel development sites, 72 holes of golf -- including the Monster, International, Challenger and Grossinger's golf courses. As consideration for the acquisition, 18 million common shares of the new Empire entity will be issued to Concord Associates LP, representing approximately 40% of the total number of issued and outstanding common shares of Empire after the closing, on a fully diluted basis and the assumption of related debt. Upon closing of the transaction, it is anticipated that both Scott Rechler and Louis Cappelli will become members of Empire's board of directors. Empire has previously announced plans for development and management of two separate Class III" Native American casino in the Catskill Mountains. The agreements with two different tribes - the Cayuga Nation of New York and the Seneca-Cayuga Tribe of Oklahoma terminate in June 2005 and August 2005, respectively. With the Concord and Grossinger's acquisitions, Empire will be able to pursue two of the five casino development opportunities in Sullivan County, NY -- one at Monticello Raceway and the other at the Concord properties. The company will also re-develop the Grossinger's Resort. |