Riviera in Las Vegas Agrees to be Acquired
by
Investment Group for $17 per share
LAS VEGAS, NV -- April 6, 2006 - Riviera Holdings
Corporation (AMEX:RIV) and Riv Acquisition Holdings Inc., a company
owned by a private investment group, today announced they have
entered into a definitive merger agreement under which all of the
outstanding shares of Riviera Holdings Corporation will be acquired
for $17.00 per share in cash, other than shares held by William L.
Westerman, Riviera’s chief executive officer. As previously
reported, Mr. Westerman has agreed to sell his shares to the
investment group for $15 per share in cash and to vote his shares in
favor of the acquisition. The acquisition represents a premium
of 21% over Riviera’s closing stock price on December 23, 2005, the
last full trading day before the agreement with Mr. Westerman was
reported, and a premium of 13.3% over Riviera’s closing stock price
on March 22, 2006, the day before Riviera reported that it had
resumed discussions with the investment group at $17 per
share. The total acquisition price is approximately $426.5
million, including the repayment or assumption of approximately $215
million in outstanding Riviera Holdings Corporation debt.
William L. Westerman, Chief Executive Officer of
Riviera Holdings Corporation, said, "I am extremely pleased that the
long-term investors in our company will have the opportunity to
realize a significant premium over the historical price of our
company's stock.
“Also, Riviera is gratified that the investment group
recognizes the value of the Riviera properties as an ongoing
operating entity and that the group plans to invest additional
capital to enable Riviera to maintain its competitive position and
grow.”
The private investment group that owns Riv Acquisition
Holdings Inc. is led by Chicago developer and casino investor Neil
Bluhm, Starwood Capital Group Chairman and CEO Barry Sternlicht,
30-year Las Vegas-based real estate developer Brett Torino, and Paul
C. Kanavos, Chairman and CEO of Flag Luxury Properties, LLC.
The Managing Partners of Flag Luxury Properties are Mr. Kanavos and
Robert Sillerman.
Scott Butera, on behalf of Riv Acquisition Holdings
Inc., said, “The group looks forward to working with the existing
management team and employees on a long-term strategy for
Riviera. Investment in the nostalgic Las Vegas Strip resort is
long overdue and it is now important to provide the Riviera with the
necessary capital and resources to compete in its market
segment.”
Mr. Bluhm said, “Our investment group has the
resources and patience to commit significant capital and implement a
long-term strategy to re-position the Riviera as a competitive Las
Vegas Strip property and manage operations at both the Las Vegas and
Black Hawk properties after the closing of the merger.”
The transaction is subject to the approval of Riviera
Holdings Corporation’s shareholders and the satisfaction of
customary closing conditions, including all necessary Nevada and
Colorado gaming and other governmental approvals. The
transaction is not subject to a financing contingency. Due to
the time required to receive all necessary governmental approvals,
it is expected that the transaction will be completed in the first
half of 2007.
Bear Stearns & Co., Inc. served as financial
advisor to Riv Acquisition Holdings Inc. and Cadwalader Wickersham
& Taft LLP acted as legal advisor. Jefferies &
Company, Inc. served as financial advisor to Riviera Holdings
Corporation and Gordon & Silver, Ltd. acted as legal
advisor.
About Riviera Holdings Corporation
- Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk Casino
in Black Hawk, Colorado. Riviera’s stock is listed on the
American Stock Exchange under the symbol RIV.
About Riv Acquisition Holdings
Inc. And Its Principals - Riv Acquisition Holdings Inc. is comprised
of four preeminent developers whose careers have generated over $50
billion in real estate developments and acquisitions during the past
35 years. The acquiring entities include the following
companies and developers: High Desert Gaming, LLC, Neil G.
Bluhm; Rivacq LLC, Barry Sternlicht; RH1, LLC, Brett Torino; and
Paul C. Kanavos, Flag Luxury Riv, LLC. Mr. Bluhm has developed
and acquired luxury hotels, office buildings and mixed-use projects
totaling more than $25 billon in a career spanning 35 years.
Mr. Sternlicht is Founder and Chairman of Starwood Capital Group,
LLC, one of the nation’s most active and successful real estate
investment firms, with over 280 separate transactions since
1991. Mr. Torino, a prominent member of the Las Vegas
community for more than 30 years, developed a highly successful
building and development enterprise in the Southwest and has built
and acquired dozens of other successful commercial and multi-family
residential projects in Nevada, California, Colorado and
Arizona. Mr. Kanavos is Founder and Chairman of Flag Luxury
Properties, LLC and has recently developed The Ritz-Carlton, Golf
Club and Spa, Jupiter; The Ritz-Carlton, South Beach; and the
Temenos Anguilla, a St. Regis Resort.