The merger of Aztar Corporation and Columbia Entertainment seems to be progressing well with Columbia issuing a positive statement regarding the reception of their offer.Columbia Entertainment issued the following statement regarding the announcement by Aztar Corporation that its Board of Directors has determined that Columbia’s $54 per share all-cash offer for all outstanding Aztar shares, with commensurate payments to holders of Aztar’s Series B preferred stock, is superior to Aztar’s previously announced merger agreement with Pinnacle Entertainment:
Columbia Entertainment’s fully financed offer exceeds the value of Aztar’s agreement to be acquired by Pinnacle for $47.00 per share in cash and Pinnacle shares that it values at $4.00 per share. Columbia Entertainment’s definitive offer includes a fully executed merger agreement backed by a firm commitment from Credit Suisse to provide $2.97 billion in debt financing.
“We are pleased that the Aztar Board has recognized the superior value in our $54 per share all-cash, fully financed offer,” said William J. Yung III, President and CEO of Columbia Sussex. “We have a strong acquisition track record, having successfully closed 36 transactions in the last five years, including seven gaming acquisitions, and we are confident in our ability to obtain all necessary approvals to close this acquisition in a timely fashion. Columbia is a proven operator, and we see tremendous value in these assets, which complement our strong portfolio of gaming and branded hotel properties.”
To underscore its confidence in its ability to close the transaction, Columbia has made a deposit of $313 million, payable to Aztar in certain circumstances (including failure to obtain regulatory approval), if a merger agreement is terminated. In addition, Columbia has agreed to increase the purchase price at a rate of $0.00888 per day per Aztar common share beginning six months from the signing of a merger agreement if closing is delayed because all required regulatory approvals have not been received by that date. The additional daily payment would increase to $0.01184 per Aztar common share nine months after signing of a merger agreement if the transaction has not closed by that date.
Columbia obtained its first gaming license in 1990 and has been licensed and re-licensed numerous times in Nevada, Louisiana and Mississippi. If a merger agreement is executed, Columbia will seek and expects to receive gaming licenses in New Jersey and Indiana. It will work with Aztar to divest the Casino Aztar riverboat casino in Caruthersville, MO prior to closing the transaction.
Banc of America Securities is acting as financial advisor to Columbia Entertainment, and Credit Suisse is providing the debt financing. Katz, Teller, Brant & Hild and Milbank, Tweed, Hadley & McCloy LLP are acting as legal advisors.