Ameristar Casinos' Stockholders Approve Acquisition by Pinnacle Entertainment
LAS VEGAS, NV -- (Marketwired) -- 04/25/13 -- 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,
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,
Important Information Regarding 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.
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
Press spacebar to pause and continue. Press esc to stop.