MTR Gaming Group, Inc. Announces Preliminary Results of Cash and Stock Elections by MTR Stockholders
August 13 2014 - 3:01PM
Business Wire
MTR Gaming Group, Inc. (NasdaqGS:MNTG) (“MTR”) today
announced the preliminary results of elections made by MTR
stockholders regarding their preferences as to the form of merger
consideration they will receive in connection with the pending
combination of MTR and Eldorado HoldCo LLC (“Eldorado”). The
deadline for MTR stockholders to have made elections in connection
with the transaction was 5:00 p.m., New York City time, on
August 6, 2014.
Of the 28,386,084 shares of MTR common stock outstanding as of
August 6, 2014, holders of:
- 2,001,542 shares, or approximately 7.1
percent of outstanding shares, elected to receive shares of Eclair
Holdings Company (“ERI”) common stock;
- 23,563,645 shares, or approximately
83.0 percent of outstanding shares, elected to receive cash;
and
- 2,820,897 shares, or approximately 9.9
percent of outstanding shares, made no election and therefore will
be deemed to have elected to receive ERI common stock.
The allocation of the merger consideration will be computed
using the formula set forth in that certain Agreement and Plan of
Merger, dated as of September 9, 2013 as amended on November 18,
2013, February 13, 2014 and May 13, 2014 (the “Merger Agreement”),
by and among MTR, ERI, Ridgeline Acquisition Corp., Eclair
Acquisition Company, LLC, Eldorado, and Thomas Reeg, Robert Jones
and Gary Carano, as member representative.
Each share of MTR common stock for which a stock election or no
election was made will be converted into the right to receive one
share of ERI common stock. Elections to receive cash consideration
made by MTR stockholders are subject to proration, as described in
the Merger Agreement and the proxy statement/prospectus relating to
the combination. Proration is required if the available cash
consideration ($35,000,000) is oversubscribed. As a result of the
elections set forth above, the available cash consideration has
been oversubscribed. Accordingly, based on the number of shares of
MTR common stock outstanding as of August 6, 2014 and a proration
process to be determined by ERI, approximately 24.6% of the shares
of MTR common stock for which a cash election was made will be
converted into the right to receive cash, and approximately 75.4%
of the shares of MTR common stock for which a cash election was
made will be converted into the right to receive shares of ERI
common stock.
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.www.mtrgaming.comJohn W.
Bittner, Jr.Executive Vice President and Chief Financial
Officer(724) 933-8122jbittner@mtrgaming.com
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