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Boyd
Gaming and Coast Casinos to Merge in $1.3 Billion
Transaction
LAS VEGAS, Feb. 9,
2004 /PRNewswire-FirstCall/ -- Boyd Gaming Corporation (NYSE:
BYD), a major, diversified casino gaming operator, and Coast
Casinos, Inc., a leader in the Las Vegas locals sector, today
announced that the two companies have entered into a definitive
merger agreement. Under the agreement, which was unanimously
approved by the Boards of both companies, Coast will become a
wholly-owned subsidiary of Boyd Gaming and will be positioned in
Boyd as a separate operating unit run by current Coast
management. On a fully-diluted basis, Coast shareholders will
receive approximately $495 million in cash, and Boyd will issue
approximately 19.4 million shares to Coast shareholders.
The stock consideration is valued
at approximately $325 million based upon Boyd's 10-day average daily
closing stock price for the period ended February 5, 2004. In
addition, Boyd will assume approximately $460 million of Coast
debt. The merger is anticipated to be immediately accretive to
Boyd's earnings per share.
The combination creates one of the
most diversified casino companies in the country with 17 casino
entertainment facilities, Boyd's pending acquisition of Harrah's
Shreveport, and Coast's development of South Coast, located in
the growing residential area south of Las Vegas, where
construction is expected to begin in the second quarter of
2004. Boyd's successful Sam's Town property, a long-time
Las Vegas locals landmark, will join Coast's three successful
local properties, Gold Coast, Suncoast and the recently
expanded Orleans, to create a significant presence in the dynamic
and growing Las Vegas locals sector. The combined company will
also be represented in Las Vegas with two properties well-positioned
on the Las Vegas Strip, Coast's Barbary Coast and Boyd's
Stardust. After the merger, Boyd Gaming expects to generate
about half of its pro forma EBITDA from its Nevada operations.
Boyd Gaming is also a significant operator in four states in the
Midwest and South and operates Borgata, a new, dramatic destination
resort in Atlantic City that it owns with MGM MIRAGE.
Boyd Gaming recently announced the
acquisition of Harrah's hotel casino in Shreveport, Louisiana for
$190 million and expects to close that transaction in the second
quarter of 2004. The Company also said recently that it
has begun the planning process for an expansion of Borgata in
areas where there has been strong demand for its amenities.
Boyd believes that the value of the
merger represents approximately 7.4 times Coast's estimated 2004
EBITDA. The two companies, combined on a pro forma basis,
estimate that 2004 revenues would be approximately $2.0 billion.
William S. Boyd, Chairman and Chief
Executive Officer of Boyd Gaming, said, "We are extremely pleased
that our two companies have agreed to this transforming
combination. With Coast, Boyd becomes a leader in the
highly- coveted Las Vegas locals sector while maintaining its
significant presence in major gaming markets throughout the
United States. The combined company will have promising
development opportunities in Las Vegas and throughout the
country. This merger brings into focus a clear growth strategy
and creates one of the most diversified gaming companies in the
industry." Boyd continued, "Coast and Boyd are a natural
fit. Coast's loyal and committed management team and workforce
will be a great complement to our own outstanding management team
and employee base. I have known Michael Gaughan for nearly 40
years, both personally and professionally, and he is one of the
industry's most respected business leaders. When it comes to
understanding and operating in the Las Vegas locals sector, most
would agree that Michael is among the best in the business. I
am especially pleased that Michael and the Coast senior management
team have agreed to remain with Boyd following completion of the
transaction and will continue to run Coast's operations with the
same dedicated employees who have made Coast a success."
Michael J. Gaughan, Chairman and
Chief Executive Officer of Coast Casinos, Inc., said, "This is the
right transaction at the right time for Coast and our
employees. I have great respect for Boyd Gaming and its
management team. Bill Boyd is among the most respected leaders this
industry has ever seen. Our fathers worked together in Las Vegas
nearly fifty years ago, and I am delighted to have the two of us
come together at this time. Our employees will benefit from
being part of a strong, more diversified organization.
My team and I are delighted to be joining Boyd Gaming, and, as I
am about to become a significant shareholder of the combined
company, I am committed to the future of Boyd and its exciting
growth opportunities."
Boyd Gaming's Board of Directors
will be expanded from 11 to 13 directors and, under the agreement,
Coast Casinos will have the right to designate three directors,
including Michael Gaughan.
The transaction is subject to
receipt of approvals of the shareholders of both companies,
gaming and other government and regulatory approvals and other
customary closing conditions. Shareholders of Coast,
representing approximately 56% of the voting power of Coast
shares, have agreed for a period of two years to vote their
shares in favor of the Boyd merger and against any other
combination. The transaction is expected to be
completed immediately upon receipt of necessary third party
approvals, all of which are expected to be received by
mid-2004.
Deutsche Bank acted as financial
advisor to Boyd Gaming and Cravath, Swaine & Moore LLP acted
as legal advisor. Banc of America Securities LLC acted as
financial advisor to Coast Casinos, Inc., and Gibson Dunn &
Crutcher LLP acted as legal advisor.
Based
in Las Vegas, Coast Casinos, Inc. owns and operates four Las Vegas
hotel-casinos: The Orleans, the Gold Coast Hotel and Casino, the
Suncoast Hotel and Casino and the Barbary Coast Hotel and
Casino. Coast Casinos is currently developing a fifth
property, the South Coast Hotel and Casino, south of Las Vegas,
which is currently expected to open in the fourth quarter of 2005.
For more information on Coast Casinos, please visit the Company's
website at: www.coastcasinos.com
Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is a
leading diversified owner and operator of 13 gaming entertainment
properties located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.
Boyd Gaming recently opened Borgata Hotel, Casino and
Spa at Renaissance Pointe (AOL keyword: borgata or
www.theborgata.com ), a $1.1 billion entertainment destination
hotel in Atlantic City, through a joint venture with MGM
MIRAGE. The Company also is awaiting regulatory approval of
its acquisition of Harrah's Shreveport, which is expected in the
second quarter 2004. Boyd Gaming press releases are
available at www.prnewswire.com. Additional news and information
on Boyd Gaming can be found at www.boydgaming.com
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