Station Casinos Completes Merger
NOVEMBER 8, 2007. Station Casinos, Inc. (NYSE: STN; "Station" or the "Company"), announced the completion of its merger with FCP Acquisition Sub, a Nevada corporation ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company with the Company continuing as the surviving corporation. The merger was completed pursuant to the Agreement and Plan of Merger dated as of February 23, 2007 and amended as of May 4, 2007, among the Company, Fertitta Colony Partners LLC, a Nevada limited liability company ("Parent"), and Merger Sub.
Station's stockholders approved the merger and merger agreement at a special meeting held on August 13, 2007.
As a result of the merger, the issued and outstanding shares of non-voting common stock of Station are owned by affiliates of Frank J. Fertitta III, Chairman and Chief Executive Officer of Station, affiliates of Lorenzo J. Fertitta, Vice Chairman and President of Station, affiliates of Blake L. Sartini and Delise F. Sartini and affiliates of Colony Capital, LLC. Under the terms of the merger agreement, holders of Station common stock (other than shares of Station common stock owned by Parent, Merger Sub, FCP Holding, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent, Fertitta Partners LLC or any wholly-owned subsidiary of Station and other than shares of Station common stock held in treasury) will receive $90.00 in cash, without interest, for each outstanding share of Station common stock. Station common stock will cease trading on the New York Stock Exchange at market close on November 7, 2007, and will no longer be listed.
Stockholders who possess stock certificates will receive instructions and a letter of transmittal from Wells Fargo Bank, N.A., the paying agent, concerning how and where to forward their certificates for payment. For shares held in "street name" by a broker, bank or other nominee shareholders will not need to take any action to have shares converted into cash, as this will be done by the broker, bank or other nominee.
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