The board of Directors of Aztar Corporation (NYSE: AZR) has admitted that the revised proposal of Wimar Tahoe Corporation d/b/a Columbia Entertainment, the gaming of Columbia Sussex Corporation to acquire Aztar is superior in comparison with the terms of the current merger agreement with Pinnacle Entertainment, Inc.
The terms of the revised offer are as the following: Aztar would be acquired in a merger transaction. The holders of Aztar common stock would get $ 54 per share in cash, whilst the holders of Aztar’s Series B preferred stock would get $ 571.13 per share in cash. The offer also contained a merger agreement in accordance with which Aztar receives in certain circumstances a substantial deposit. In case there is an increase in the purchase price, the agreement provides for it at the rate of $0.00888 per share per day beginning six months, and then to $0.01184 per share per day beginning nine months, after the signing of the merger agreement in the event all required regulatory approvals have not been received by such dates. Besides that, Columbia Entertainment provided a signed financing commitment letter.
According to the revised offer of Columbia Entertainment, it would remain open till 2:00 p.m. (NY city time) on Friday, May 19, 2006.
According to the terms of Aztar’s merger agreement with Pinnacle, Aztar is to wait three business days before it can terminate the merger agreement with Pinnacle and enter into a merger agreement with another party. As it has already been announced the merger agreement with Pinnacle dating 5th May, 2006, determines the purchase price for each share of Aztar common stock as $47.00 per share in cash and $4.00 of Pinnacle common stock, subject to a collar.
At the moment no news is coming from Aztar’s Board with respect to the Columbia Entertainment offer. Nobody is sure whether the agreement will take place.