Aztar Corporation today announced that on April 20, 2006, its Board of
Directors received a revised definitive offer from Ameristar Casinos, Inc.
to acquire Aztar in a merger transaction in which the holders of Aztar
common stock would receive $45.00 per share in cash and the holders of
Aztar’s Series B preferred stock would receive $475.94 per share in cash.
The revised definitive offer included a signed merger agreement. Ameristar
also provided a signed financing commitment letter.
Ameristar stated in its revised definitive offer that the offer would expire
by noon (Las Vegas time) on April 22, 2006, but that if certain conditions
were met before that time, this deadline would be extended until 12:01 a.m.
(Las Vegas time) on April 27, 2006. The conditions required for the
extension include written notification by Aztar to Ameristar before noon
(Las Vegas time) on April 22, 2006, that: (1) Aztar’s Board has determined
that Ameristar’s revised definitive offer constitutes a superior proposal
(as defined in Aztar’s amended merger agreement with Pinnacle Entertainment,
Inc.) and has informed Pinnacle of that determination; (2) Ameristar’s
revised definitive offer is the only superior proposal Aztar has received;
and (3) as of the time of the notice to Ameristar, Aztar has received no
other takeover proposals (as defined in Aztar’s amended merger agreement
with Pinnacle) that are reasonably likely to result in a superior proposal.
Aztar also announced that its Board, after consultation with its legal and
financial advisors, has determined that the revised definitive offer from
Ameristar is reasonably likely to result in a superior proposal. Based on
such determination, Aztar’s Board has authorized Aztar to resume its
discussions with Ameristar.
Aztar also stated that its Board indicated it is unwilling to discontinue
its discussions with Wimar Tahoe Corporation, d/b/a Columbia Entertainment,
the gaming affiliate of Columbia Sussex Corporation. As previously
announced, Aztar’s Board determined on April 18, 2006 that Columbia
Entertainment’s proposal to acquire Aztar for $47.00 in cash per share of
Aztar common stock continued to be reasonably likely to result in a superior
proposal, as defined in the amended merger agreement with Pinnacle.
Aztar’s Board will evaluate all aspects of the revised definitive offer from
Ameristar and the proposal from Columbia Entertainment (including any
financing commitment letter yet to be provided to Aztar). Aztar’s Board is
not making any recommendation at this time with respect to any such offer or
proposal, and there can be no assurance that Aztar’s Board will approve any
such transaction or that a transaction will result.
As previously announced, on April 18, 2006, Aztar and Pinnacle amended their
merger agreement to increase the purchase price for each share of Aztar
common stock from $38.00 to $43.00 in cash.
