MTR GAMING GROUP RECEIVES MANAGEMENT-LED
ACQUISITION PROPOSAL
CHESTER, WV – December 2, 2005 – MTR Gaming
Group, Inc. (Nasdaq: MNTG) today announced that it has received
a non-binding proposal from a newly-formed entity, TBR Acquisition
Group, LLC, which is controlled by Edson Arneault and Robert
Blatt, MTR’s Chief Executive Officer and Executive
Vice President, respectively, both of whom are also directors,
to acquire all of the outstanding shares of MTR for a cash
price of $9.50 per share.
The proposal is subject to a number of conditions, including,
among other things, (i) obtaining financing for the proposed
transaction on satisfactory terms, (ii) the negotiation
and execution of definitive agreements on mutually acceptable
terms, (iii) the Company’s receipt of a fairness opinion,
and (iv) regulatory approvals.
The management-led group has tentatively proposed a two-step
transaction: a first step public tender offer for not less
than 90% of the outstanding shares of common stock for $9.50
per share in cash, followed by a second step “short
form” merger in which the remaining public stockholders
would also receive $9.50 per share in cash.
The Board of Directors has established a special committee
consisting of four independent, disinterested directors
to act on behalf of MTR with respect to the proposal or
alternatives in the context of evaluating what is in the
best interests of MTR and its stockholders. The special
committee is authorized to retain independent financial,
legal and other advisors.
MTR cautions shareholders and investors that the special
committee of the Board of Directors’ consideration
of the proposal is only in its beginning stages; no decisions
whatsoever have been made by the special committee in respect
of MTR’s response, if any, to the proposal and shareholders
are not now being asked to take any action with respect
to the proposal; the special committee has engaged counsel
and will proceed in an orderly and timely manner to engage
other appropriate advisors and consider the proposal and
its implications; and there can be no assurance that the
proposed transaction or any other strategic transaction
will be approved or completed.
ADDITIONAL INFORMATION
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The proposed
tender offer for the outstanding shares of MTR common stock
described in this press release has not commenced and might
never commence. If and when the offer is commenced, TBR
Acquisition Group, LLC will file a tender offer statement
on Schedule TO with the Securities and Exchange Commission
and MTR will file a solicitation/recommendation statement
on Schedule 14D-9 with respect to the offer. If filed, the
tender offer statement (including an offer to purchase,
a related letter of transmittal and other offer documents)
and the solicitation/recommendation statement will contain
important information that should be read carefully before
any decision is made with respect to the tender offer. If
the proposed tender offer commences, those materials will
be made available to MTR shareholders at no expense to them.
In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge
on the SEC’s Web site www.sec.gov.
About MTR Gaming Group
MTR Gaming Group, Inc., through subsidiaries, owns and operates
the Mountaineer Casino Racetrack and Resort in Chester,
West Virginia; Scioto Downs in Columbus, Ohio; the Ramada
Inn and Speedway Casino in North Las Vegas, Nevada; Binion’s
Gambling Hall & Hotel in Las Vegas, Nevada, and holds
a license to build Presque Isle Downs, a thoroughbred racetrack
with pari-mutuel wagering in Erie, Pennsylvania. The Company
also owns a 50% interest in the North Metro Harness Initiative,
LLC, which has a license to construct and operate a harness
racetrack 30 miles north of downtown Minneapolis (judicial
review pending). Additionally, the Company has entered into
a definitive agreement to acquire a 90% interest in Jackson
Trotting Association, LLC, which operates Jackson Harness
Raceway in Jackson, Michigan. The Mountaineer facility,
the Company’s primary source of revenues, currently
encompasses a thoroughbred racetrack with off-track betting
and export simulcasting, 3,220 slot machines, 359 hotel
rooms, golf course, spa & fitness center, theater and
events center, convention center and fine dining and entertainment.
MTR is included on the Russell 2000® and Russell®
3000 Indexes. For more information, please visit www.mtrgaming.com.
For Additional Information, Please Contact:
Investor Relations Counsel:
The Equity Group Inc.
Loren Mortman
212-836-9604
Lauren Till
212-836-9610
LTill@equityny.com
www.theequitygroup.com |
