16.05.2006 02:46:00
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Columbia Entertainment Pleased by Aztar Board's Determination That Its $54 Per Share All-Cash Offer is Superior to Pinnacle Agreement
Columbia Entertainment's fully financed offer exceeds the value ofAztar's agreement to be acquired by Pinnacle for $47.00 per share incash and Pinnacle shares that it values at $4.00 per share. ColumbiaEntertainment's definitive offer includes a fully executed mergeragreement 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 superiorvalue in our $54 per share all-cash, fully financed offer," saidWilliam J. Yung III, President and CEO of Columbia Sussex. "We have astrong acquisition track record, having successfully closed 36transactions in the last five years, including seven gamingacquisitions, and we are confident in our ability to obtain allnecessary approvals to close this acquisition in a timely fashion.Columbia is a proven operator, and we see tremendous value in theseassets, which complement our strong portfolio of gaming and brandedhotel properties."
To underscore its confidence in its ability to close thetransaction, Columbia has made a deposit of $313 million, payable toAztar in certain circumstances (including failure to obtain regulatoryapproval), if a merger agreement is terminated. In addition, Columbiahas agreed to increase the purchase price at a rate of $0.00888 perday per Aztar common share beginning six months from the signing of amerger agreement if closing is delayed because all required regulatoryapprovals have not been received by that date. The additional dailypayment would increase to $0.01184 per Aztar common share nine monthsafter signing of a merger agreement if the transaction has not closedby that date.
Columbia obtained its first gaming license in 1990 and has beenlicensed and re-licensed numerous times in Nevada, Louisiana andMississippi. If a merger agreement is executed, Columbia will seek andexpects to receive gaming licenses in New Jersey and Indiana. It willwork with Aztar to divest the Casino Aztar riverboat casino inCaruthersville, MO prior to closing the transaction.
Banc of America Securities is acting as financial advisor toColumbia Entertainment, and Credit Suisse is providing the debtfinancing. Katz, Teller, Brant & Hild and Milbank, Tweed, Hadley &McCloy LLP are acting as legal advisors.
About Columbia Sussex Corporation
Columbia Sussex Corporation and its Columbia Entertainment gamingaffiliate are among the largest privately held owners, developers andoperators of hotel properties and casinos in the world. ColumbiaSussex is the largest licensee of full-service Marriott Hotels in theU.S., and the Company and its affiliates own a total of 83 hotels and7 casinos with approximately 27,000 rooms, including Marriott, Hilton,Westin, Sheraton, Renaissance and Doubletree branded properties acrossthe United States, Canada and the Caribbean. Founded in 1972, theCompany is led by William J. Yung III and owned by Mr. Yung and theYung family. Columbia Sussex Corporation and Columbia Entertainmentare headquartered in Fort Mitchell, Kentucky and have more than 18,000employees worldwide.
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