Gaming Companies

Developments

Harrah's Entertainment gets $15.1B buyout proposal

Aztar finds a counter-offer to be a superior proposal

Aztar finds a 4^th offer to be a superior proposal

Aztar gets two more competing offers

Pinnacle Entertainment to buy Aztar for $1.45B

Italian lottery company to buy Gtech for $4.65B

Station Casinos wins patent dispute with Harrahs

Online poker website in $9 billion London IPO

Harrah's closes Caesar's acquisition

Trump Entertainment emerges from Chapter 11

New York's highest court upholds Indian gaming law

MGM Mirage closes acquisition of Mandalay Resort

Select Companies

Boyd Gaming

Harrah's

MGM Mirage

Stock Price
Profile
DE NYSE 12/31

Station Casinos

Notable Transactions

Aztar Competing Offers

Four-way bidding contest has developed

Current offer of $54 from competing bidder is the highest

Wimar Tahoe (Columbia Entertainment) offer
found to be a superior proposal
Original bidder has already raised its offer four times to counter competing offersr
AZR press release 5.15.06

Summary of offers

Original deal negotiated with Pinnacle Entertainment

$38 per share; Increased to $43; Increased to $45
Increased to $48
($45 plus $3 in stock, subject to a collar)
Increased to $51
($47 plus $4 in stock, subject to a collar)
Last increase was an exploding offer set to expire day it was made 4.28.06
AZR amended its agreement with PNK for a third time
AZR press release 4.28.06
PNK press release 4.28.06

Competing offer from Colony Capital $41
Competing offer from Ameristar Casinos

$42; Increased to $43; Increased to $47
AZR found $47 to be a superior proposal before PNK raised

Competing offer from Wimar Tahoe (Columbia Enter)

$47; Increased to $50; Increased to $54
AZR board finds first increase a superior proposal
AZR press release 5.01.06
AZR board finds second increase a superior proposal
AZR press release 5.15.06

Aztar to consider competing offers

Letter to shareholders 4.10.06
Mails annual meeting proxy statement 4.10.06

AZR stock chart

Original negotiated deal with Pinnacle Entertainment

For $38 per share

$1.45B total
$2.1B deal including assumed indebtedness

Announced 3.13.06

Increased to $43 4.18.06

Form 8-K

Increased to $45 4.23.06

Increased to $48 4.28.06

$45 plus $3 in stock, subject to a collar
PNK exercised its contractual right to respond to a competing proposal
Increased offer expired at end of day 4.28.06
PNK press release
AZR press release

Increased to $51 5.05.06

$47 plus $4 in stock, subject to a collar
Form 8-K

Competing offer from Colony Capital

Announced 3.30.06

Offers $41 per share

7.9% higher than Pinnacle's offer
See Competing Offers - Superior Proposals

Competing offer from Ameristar Casinos

Announced 4.03.06

Offers $42 per share

10.5% higher than Pinnacle's offer
See Competing Offers - Superior Proposals

Increases offer to $43

The day after Wimar Tahoe offered $47 per share

Increases offer to $47

Found to be a superior proposal
AZR press release 4.25.06

Drops out of bidding (5.03.06)

Competing offer from Wimar Tahoe (Columbia Enter)

Announced 4.13.06

AZR press release

Offers $47 per share

24% higher than Pinnacle's offer
Aztar board finds it a superior proposal
See Competing Offers - Superior Proposals

Advisors

AZR: Goldman / Skadden
Pinnacle: Lehman / Bear Stearns / Wachtell / Irell & Manella
ASCA: Lazard / Merrill / Wachovia / Hughes Hubbard

Agreements

Pinnacle merger agreement

Amendment #1 4.18.06
Amendment #2 4.23.06
Amendment #3 4.28.06
Amendment #4 5.05.06

Pinnacle financing commitment rev 4.18.06
Rights agreement amendment

Gtech Holdings / Lottomatica Cross-Border Cash Merger

Italian lottery company to buy US gaming tech company

$35 per GTK share

$4.6 billion total
GTK stock chart

Announced 1.10.06

Advisors

Lottomatica: CSFB / Goldman / Dewey Ballantine
Gtech:Citigroup / Houlihan Lokey / Cravath / Edwards Angell

Proxy solicitation

Preliminary proxy statement 2.23.06

Agreements

Trump Entertainment Resorts Inc

Emerges from Chapter 11 proceedings

Caesars / Harrahs Entertainment Cash Election Merger

Largest-ever gaming industry deal

$9.44 billion merger, including debt
Background

Deal terms

$1.8 billion in cash plus 66.3 million Harrah shares
Cash election, subject to proration
Either 0.3247 Harrah share or $17.75 in cash
Valued at $16.96 on announcement
Forward triangular merger with cash election

Advisors

Harrah's: Deutsche Bank / Latham
Caeser's: UBS / Skadden

Announced 7.15.04

Closed 6.13.05

Agreements

Merger agreement 7.14.04

Proxy solicitation

Amendment #3 1.24.05

Fairness opinions

Buyer: Deutsche Bank

Proxy statement disclosure
Opinion
$750,000 opinion fee; $14.25 million success fee

Seller: UBS Securities LLC

Proxy statement disclosure
Opinion
$1 million opinion fee; $20 million success fee

Divestitures

Complete sale of four casinos 4.26.05
Announces sale of four casinos 9.27.04
Asset purchase agreement 9.27.04
Confirm discussions 8.31.04

Interim Communications

Nevada Commission approves 6.10.05
New Jersey Commission approves 5.24.05
Post-merger management announced 3.11.05
Stockholders approve merger 3.11.05
Pro forma financials 3.07.05
HSR Act waiting period expires 2.18.05
Slide presentation 2.16.05
Substantial compliance with FTC requests 1.19.05
Receive FTC second request 8.27.04

Employee Matters

Message to target employees 7.15.04
Interests of Caesars' management

Mandalay Resort Group / MGM Mirage

Combines two leading gaming resort operators

Buyer sent a publicly disclosed bear hug letter
Background

Deal terms

$71.00 per share cash
Equity value of $4.8 billion
Total value of $7.9 billion, including assumed debt
Increased from $68 bear hug offer
Reverse triangular merger

Announced 6.16.04

Accepts improved offer 6.16.04
Transcript

Bear hug:

Mandalay reconsiders improved offer 6.14.04
Manadalay rejects offer 6.11.04
MGM's public release 6.04.04
Bear hug letter 6.04.04

Closed 4.25.05

Advisors

MGM: Christensen Miller
Mandalay: Merrill Lynch / Cravath

Agreements

Merger agreement 6.15.04
Closing extension 3.22.05

Proxy solicitation

Amendment #2 11.10.04

Amendment #1 9.24.04
Preliminary proxy statement 8.09.04

Fairness opinions

Seller: Merrill Lynch

Proxy statement disclosure
Opinion
$21 million success fee (0.27%)

Divestitures

Sale of interest in Motorcity Casino 3.23.05
Merger agreement
Michigan approval 4.13.05
Closed 4.25.05
Escrow of interest in Illinois riverboat 4.21.05

Interim Communications

Mandalay postpones annual meeting 6.22.04
FTC additional information request 7.27.04
Shareholder approval 12.10.04
FTC clearance 2.16.05
Extension of closing date

Employee Matters

// This display the document title in the html page document.write(document.title);