Aztar Corporation has received an improved aquisition offer from Columbia Entertainment.The company announced that it has received an offer from Wimar Tahoe Corporation
d/b/a Columbia Entertainment, the gaming affiliate of Columbia Sussex
Corporation, to acquire Aztar in a merger transaction in which the holders
of Aztar common stock would receive $53.00 per share in cash and the
holders of Aztar’s Series B preferred stock would receive a commensurate
payment dictated by the terms of their securities.
Columbia Entertainment’s offer stated that its offer will remain open
until 12:00 noon (New York City time) on Wednesday, May 17, 2006 and
reserved the right to revoke its offer in the event that Aztar’s Board of
Directors does not determine its offer to be a superior proposal under
Aztar’s merger agreement with Pinnacle Entertainment, Inc. and notify
Pinnacle of such determination by 10:00 p.m. (New York City time) on
Thursday, May 11, 2006.
The offer included a signed merger agreement and contemplates a
substantial deposit, payable to Aztar in certain circumstances (including
failure to obtain regulatory approvals), in the event that an executed
merger agreement, if any, is terminated. The proposed merger agreement also
provides for an increase in the purchase price at the rate of $0.00871 per
share of Aztar common stock (and a commensurate increase per share of Aztar
preferred stock) per day beginning six months after the signing of the
merger agreement. Columbia Entertainment also provided a signed financing
Aztar’s Board met tonight to preliminarily consider the offer by
Columbia Entertainment and will continue to consider such offer. In
considering the offer, Aztar’s Board will take into account all relevant
factors, including all regulatory matters, the likelihood that a
transaction with Columbia Entertainment would actually be consummated and
the anticipated timing of closing. Aztar cautions that there can be no
assurance that Aztar’s Board will determine that the offer from Columbia
Entertainment constitutes a superior proposal under Aztar’s merger
agreement with Pinnacle.
Aztar’s Board is not making any recommendation at this time with
respect to the Columbia Entertainment offer, and there can be no assurance
that Aztar’s Board will approve any transaction with Columbia Entertainment
or that a transaction will result.
As announced on May 5, 2006, Pinnacle and Aztar are party to an amended
merger agreement, under which Pinnacle would acquire all of the outstanding
common shares of Aztar for $51.00 per share, consisting of $47.00 in cash
and $4.00 in Pinnacle common stock, subject to adjustment.