Ameristar Casinos' Stockholders Approve Acquisition by Pinnacle Entertainment
26 April 2013 - 1:55AM
Marketwired
Ameristar Casinos, Inc. (NASDAQ: ASCA) announced that at its
special meeting of stockholders held today, the stockholders
approved the acquisition of Ameristar by Pinnacle Entertainment,
Inc. (NYSE: PNK).
Approximately 99.8 percent of the shares voting at today's
meeting voted in favor of the agreement and plan of merger. These
shares represented approximately 81.6 percent of the total
outstanding shares of Ameristar common stock as of the March 22,
2013 record date for the meeting.
As previously announced, on Dec. 20, 2012, Pinnacle agreed to
acquire Ameristar in an all-cash transaction valued at $26.50 per
Ameristar share, or total consideration of $2.8 billion including
assumed debt. Ameristar owns and operates casino facilities in St.
Charles near St. Louis, Mo.; Kansas City, Mo.; Council Bluffs,
Iowa; Black Hawk, Colo.; Vicksburg, Miss.; East Chicago, Ind.; the
Jackpot, Nev., properties; and a casino resort under construction
in Lake Charles, La.
Completion of the transaction remains subject to the expiration
or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, customary closing conditions
and receipt of required regulatory approvals. Pinnacle and
Ameristar continue to expect the transaction to close during the
second or third quarter of 2013.
About Ameristar Casinos Ameristar Casinos
is an innovative casino gaming company featuring the newest and
most popular slot machines. Our 7,100 dedicated team members pride
themselves on delivering consistently friendly and appreciative
service to our guests. We continuously strive to increase the
loyalty of our guests through the quality of our slot machines,
table games, hotel, dining and other leisure offerings. Our eight
casino hotel properties primarily serve guests from Colorado,
Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi,
Missouri, Nebraska and Nevada. We began construction on our ninth
property, a casino resort in Lake Charles, La., in July 2012, which
we expect will open in the third quarter of 2014. We have been a
public company since 1993, and our stock is traded on the Nasdaq
Global Select Market. We generate more than $1 billion in net
revenues annually.
Visit Ameristar Casinos' website at www.ameristar.com (which
shall not be deemed to be incorporated in or a part of this news
release).
About Pinnacle Entertainment Pinnacle
Entertainment, Inc. owns and operates seven casinos, located in
Louisiana, Missouri and Indiana, and a racetrack in Ohio. In
addition, Pinnacle is redeveloping River Downs in Cincinnati, Ohio,
into a gaming entertainment facility, owns a minority equity
interest in Asian Coast Development (Canada) Ltd., an international
development and real estate company currently developing Vietnam's
first large-scale integrated resort near Ho Chi Minh City, and
holds a 75.5 percent equity interest in the racing license owner,
as well as a management contract to manage the day-to-day
operations, for Retama Park Racetrack near San Antonio, Texas
Important Information Regarding Forward-Looking
Statements
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on Pinnacle's and
Ameristar's current expectations and are subject to uncertainty and
changes in circumstances. These forward-looking statements include,
among others, statements regarding the expected synergies and
benefits of a potential combination of Pinnacle and Ameristar,
including the expected accretive effect of the merger on Pinnacle's
financial results and profile (e.g., free cash flow, earnings per
share and Consolidated Adjusted EBITDA); the anticipated benefits
of geographic diversity that would result from the merger and the
expected results of Ameristar's gaming properties; expectations
about future business plans, prospective performance and
opportunities; required regulatory approvals; the expected timing
of the completion of the transaction; and the anticipated financing
of the transaction. These forward-looking statements may be
identified by the use of words such as "expect," "anticipate,"
"believe," "estimate," "potential," "should," "could," "would,"
"will," or similar words intended to identify information that is
not historical in nature. The inclusion of such statements should
not be regarded as a representation that such plans, estimates or
expectations will be achieved. There is no assurance that the
potential transaction will be consummated, and there are a number
of risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements made herein.
These risks and uncertainties include (a) the timing to consummate
a potential transaction between Pinnacle and Ameristar; (b) the
ability and timing to obtain required regulatory approvals
(including approval from gaming regulators) and satisfy or waive
other closing conditions; (c) the possibility that the merger does
not close when expected or at all, or that the companies may be
required to modify aspects of the merger to achieve regulatory
approval; (d) Pinnacle's ability to realize the synergies
contemplated by a potential transaction; (e) Pinnacle's ability to
promptly and effectively integrate the business of Pinnacle and
Ameristar; (f) the requirement to satisfy closing conditions to the
merger as set forth in the merger agreement, including expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976; (g) uncertainties in the global economy
and credit markets and its potential impact on Pinnacle's ability
to finance the transaction; (h) the outcome of legal proceedings
instituted in connection with the transaction; (i) the ability to
retain certain key employees of Ameristar; (j) that there may be a
material adverse change affecting Pinnacle or Ameristar, or the
respective businesses of Pinnacle or Ameristar may suffer as a
result of uncertainty surrounding the transaction; (k) Pinnacle's
ability to obtain financing on the terms expected, or at all; and
(l) the risk factors disclosed in Pinnacle's most recent Annual
Report on Form 10-K, which Pinnacle filed with the Securities and
Exchange Commission on March 1, 2013, and the risk factors
disclosed in Ameristar's most recent Annual Report on Form 10-K,
which Ameristar filed with the Securities and Exchange Commission
on Feb. 28, 2013, and in all reports on Forms 10-Q and 8-K filed
with the Securities and Exchange Commission by Pinnacle and
Ameristar subsequent to the filing of their respective Forms 10-K
for the year ended Dec. 31, 2012. This list of factors is not
intended to be exhaustive. Forward-looking statements reflect
Pinnacle's and Ameristar's management's analysis as of the date of
this report. Pinnacle and Ameristar do not undertake to revise
these statements to reflect subsequent developments, except as
required under the federal securities laws. Readers are cautioned
not to place undue reliance on any of these forward-looking
statements.
CONTACT: Tom Steinbauer Senior Vice President, Chief
Financial Officer Ameristar Casinos, Inc. 702-567-7000
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