LAS VEGAS and PHOENIX, March 13, 2006 /PRNewswire-Pinnacle
Entertainment, Inc. (NYSE: PNK) and Aztar Corporation (NYSE: AZR)
announced today that the Boards of Directors of both companies have
unanimously approved, and the companies have entered into, a
definitive merger agreement under which Pinnacle will acquire all of
the outstanding shares of Aztar for $38.00 per share in cash. This
represents a premium of approximately 24% over Aztar's closing stock
price on March 10, 2006. The fully financed transaction is valued at
approximately $2.1 billion, including approximately $1.45 billion of
equity on a fully-diluted basis and approximately $723 million in
indebtedness.
Together, Pinnacle and Aztar will have assets in most of the
largest gaming markets in the U.S., with a strong presence in
Nevada, New Jersey, Louisiana, Missouri and Indiana. Including
current development projects, the combined company will have an
expansive footprint with 12 major gaming properties in the U.S., and
more than 8,800 hotel rooms and approximately 22,000 slot machines
system-wide.
"Combining Pinnacle and Aztar makes tremendous sense," said
Daniel R. Lee, Pinnacle's Chairman and Chief Executive Officer.
"This transaction will enable Pinnacle to further broaden and
diversify its geographic presence and cash flows, as well as
generate cross-marketing synergies. We intend to create a nationwide
casino network, not unlike that of some of our larger competitors.
We believe that we will be able to leverage the combined company's
extensive network to increase customer loyalty across the system and
attract additional customers to the company's destination
resort/hotel properties in Las Vegas and Atlantic City.
"Additionally, this combination will allow us to capitalize on
the strength of Pinnacle's management team and our track record of
developing large, successful projects," Mr. Lee continued. "Most
notably, our combined financial strength and depth of management
will allow us to develop Aztar's entire Tropicana Las Vegas site
into a highly competitive, high-visibility Strip resort that can
compete successfully with the newest projects currently underway.
Pinnacle has a proven history of generating value for its
shareholders, and we believe that this transaction positions the
company to continue delivering strong results."
Robert M. Haddock, Chairman, President and Chief Executive
Officer of Aztar, said, "Everyone benefits from this transaction. We
believe this transaction delivers a value premium to our
shareholders and creates increased opportunities for growth and
development for our employees, who will benefit from being part of a
larger, stronger, more diversified gaming company. We are committed
to completing the transaction as expeditiously as possible and
ensuring a seamless transition."
The combined companies will have
strong growth prospects. They include:
2006:
* Opening of Pinnacle's casino
adjoining the Four Seasons Hotel on
the
island of Exuma in the
Bahamas.
* Opening of Aztar's new
hotel at its Evansville property.
2007:
* Opening of Pinnacle's property
in downtown St. Louis, pending
receipt
of regulatory
approvals.
* Significant expansions
at Belterra, Pinnacle's property in Indiana,
and
L'Auberge du Lac, its
resort in Lake Charles, Louisiana.
*
New hotels at Pinnacle's Boomtown New Orleans
casino.
2008:
* Opening of Pinnacle's proposed project in St. Louis County,
in the
community of Lemay,
pending receipt of regulatory approvals.
Thereafter:
* Potential reconstruction
of a new casino-hotel in Biloxi,
Mississippi,
where Pinnacle
owns a prime casino site. This site was
previously
occupied by the
Casino Magic Biloxi casino-hotel, which was
largely
destroyed by
Hurricane Katrina. Pinnacle is considering whether
to
rebuild on the
site.
* Potential development of two
casinos in Chile, where Pinnacle
has
applications pending.
Pinnacle already operates several small
but
successful casinos in
Argentina.
* Potential development of
casinos in Pennsylvania, where Pinnacle
and
Aztar each have an
application pending. Pinnacle's proposal is in
the
Fishtown neighborhood,
near downtown Philadelphia, where it has
an
option to purchase land.
Aztar owns land and has proposed developing
a
casino in Allentown,
approximately 90 miles from Manhattan. In
both
cases, Pinnacle and
Aztar are competing with others for one of
a
limited number of
licenses. Pennsylvania gaming law allows companies
to
own one casino and to
have an investment and management contract on
a
second facility. Pinnacle
intends to seek a partner for one of the
two
proposals and to
continue to pursue both opportunities for
potential
licensure and
development.
* Significantly, the
potential redevelopment of the Las Vegas
Tropicana
property. Pinnacle
intends to design a major project that would
utilize
the entire 34-acre
site. It is estimated that the design phase of
this
project will require at
least two years. The existing Tropicana
will
continue to operate as
it is until further notice.
The transaction is subject to approval by Aztar shareholders and
the satisfaction of customary closing conditions, including the
receipt of necessary regulatory and governmental approvals. The
transaction is not subject to financing and is expected to close by
the end of the year.
Pinnacle has received a financing commitment from Bear, Stearns
& Co. Inc. and Lehman Brothers Inc. to complete the transaction.
Lehman Brothers Inc. and Bear, Stearns & Co. Inc. served as
financial advisors to Pinnacle and Wachtell, Lipton, Rosen &
Katz and Irell & Manella LLP acted as legal advisors. Goldman
Sachs served as financial advisor to Aztar and Skadden, Arps, Slate,
Meagher & Flom, LLP acted as legal advisor.
About Pinnacle Entertainment
Pinnacle Entertainment owns and operates casinos in Nevada,
Louisiana, Indiana and Argentina, owns a hotel in Missouri, receives
lease income from two card club casinos in the Los Angeles
metropolitan area, has been licensed to operate a small casino in
the Bahamas, and owns a casino site and has significant insurance
claims related to a hurricane-damaged casino previously operated in
Biloxi, Mississippi. Pinnacle opened a major casino resort in Lake
Charles, Louisiana in May 2005 and a new replacement casino in
Neuquén, Argentina in July 2005. Pinnacle also has two casino
development projects in the St. Louis, Missouri area. The
development projects are dependent upon final approval by the
Missouri Gaming Commission.
About Aztar Corporation
Aztar is a publicly traded company that operates Tropicana Casino
and Resort in Atlantic City, New Jersey, Tropicana Resort and Casino
in Las Vegas, Nevada, Ramada Express Hotel and Casino in Laughlin,
Nevada, Casino Aztar in Caruthersville, Missouri, and Casino Aztar
in Evansville, Indiana.