Aztar Opens Door to Merger Proposals
LAS VEGAS, NV, April 4, 2006. Aztar Corporation's Board of Directors has determined that each of the unsolicited proposals received from Colony Capital Acquisitions and Ameristar Casinos is, or is reasonably likely to result in, a superior proposal as defined in Aztar's merger agreement, dated March 13, 2006, with Pinnacle Entertainment.
Based on such determination, Aztar's Board has determined to authorize Aztar to enter into separate discussions with each of Colony and Ameristar regarding their proposals. On March 30, 2006, Colony made an unsolicited proposal to acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $41.00 per share in cash and the holders of Aztar's Series B preferred stock would receive a commensurate payment dictated by the terms of the securities.
On April 2, 2006, Ameristar made an unsolicited proposal to acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $42.00 per share in cash and the holders of Aztar's Series B preferred stock would receive a commensurate payment dictated by the terms of the securities.
As previously announced, Aztar is party to a merger agreement with Pinnacle, under which each share of Aztar common stock would be exchanged for $38.00 in cash and each share of Aztar Series B preferred stock would be exchanged for $401.90 in cash.
The transaction with Pinnacle is subject to approval by Aztar's shareholders and the satisfaction of customary closing conditions, including the receipt of necessary regulatory and governmental approvals.
Aztar's Board will evaluate all aspects of the proposals from each of Colony and Ameristar.
Aztar's Board is not making any recommendation at this time with respect to the proposals of either Colony or Ameristar, and there is no assurance that a transaction with either party will result from such discussions.
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