MTR Gaming Group, Inc. Announces Approval by the Ohio Lottery Commission for Proposed MTR-Eldorado Mergers
22 July 2014 - 4:30AM
Business Wire
MTR Gaming Group, Inc. (NasdaqGS:MNTG) (“MTR”) announced
today that the proposed combination of MTR and Eldorado
HoldCo LLC (“Eldorado”) has been approved by the Ohio Lottery
Commission (“OLC”).
“We are pleased to receive approval from the OLC, and we
continue to make progress toward completing the merger with
Eldorado by obtaining the approvals from the remaining state gaming
and horse racing regulatory agencies,” said Joseph L. Billhimer,
Jr., President and Chief Operating Officer of MTR Gaming Group,
Inc.
As previously announced, MTR, Eldorado and certain of their
affiliates entered into a Merger Agreement, pursuant to which MTR
and Eldorado will become wholly-owned subsidiaries of Eclair
Holdings Company (“ERI”), which will be renamed “Eldorado
Resorts, Inc.” The final approval from the OLC satisfies one
of the conditions to the proposed transaction. The proposed
combination has been approved by MTR stockholders, gaming
regulators in West Virginia and Louisiana, and remains subject to
certain conditions and approvals, including final regulatory
approvals from gaming regulators in Nevada and Pennsylvania,
registration and listing of ERI shares and customary closing
conditions.
About MTR Gaming Group, Inc.
MTR Gaming Group, Inc. is a hospitality and gaming company that
through subsidiaries owns and operates Mountaineer Casino,
Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania; and Scioto Downs in
Columbus, Ohio. For more information, please visit
www.mtrgaming.com.
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 current
expectations of management of MTR and Eldorado and are subject to
uncertainty and changes in circumstances. These forward-looking
statements include, among others, statements regarding the expected
benefits of a potential combination of MTR and Eldorado, including
the expected effect of the merger on MTR’s and Eldorado’s financial
results and profile (e.g., free cash flow, earnings per share and
Adjusted EBITDA); the anticipated benefits of geographic diversity
that would result from the merger and the expected results of MTR’s
and Eldorado’s gaming properties; expectations about future
business plans, prospective performance and opportunities; required
regulatory approvals and the expected timing of the completion of
the transaction. These forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,”
“estimate,” “potential,” “should”, “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 MTR and Eldorado; (b) the ability and timing to
obtain required regulatory approvals (including approval from
gaming and horse racing regulators) and satisfy or waive other
closing conditions; (c) the possibility that the mergers do not
close when expected or at all or that the companies may be required
to modify aspects of the mergers to achieve regulatory approval;
(d) the ability of MTR and Eldorado to promptly and effectively
integrate their respective businesses; (e) the requirement to
satisfy closing conditions to the mergers as set forth in the
merger agreement; (f) the outcome of any legal proceedings that may
be, or have been, instituted in connection with the transaction;
(g) the ability to retain certain key employees of MTR or Eldorado;
(h) that there may be a material adverse change affecting MTR or
Eldorado, or the respective businesses of MTR or Eldorado may
suffer as a result of uncertainty surrounding the transaction; (i)
the risk factors disclosed in MTR’s filings with the Securities and
Exchange Commission (the “SEC”), including its Annual Report on
Form 10-K for the year ended December 31, 2013, which MTR filed on
March 14, 2014, and (j) the risk factors disclosed in the
Proxy Statement/Prospectus mailed to MTR stockholders on or about
June 18, 2014. Forward-looking statements reflect MTR’s and
Eldorado’s management’s analysis as of the date of this release,
even if subsequently made available by MTR or Eldorado on their
respective websites or otherwise. MTR and Eldorado 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.
MTR Gaming Group, Inc.John W. Bittner, Jr.,
724-933-8122Executive Vice President and Chief Financial
Officerjbittner@mtrgaming.comwww.mtrgaming.com
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