14.08.2007 11:00:00
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Station Stockholders Approve Merger
Station Casinos, Inc. (NYSE: STN; "Station”
or the "Company”)
today announced that, at a special meeting held yesterday, its
stockholders approved the merger and merger agreement entered into among
Station, Fertitta Colony Partners LLC, a Nevada limited liability
company ("Parent”),
and FCP Acquisition Sub, a Nevada corporation and a wholly-owned
subsidiary of Parent ("Merger Sub”).
Following the consummation of the merger, the issued and outstanding
shares of non-voting common stock of Station will be owned by affiliates
of Frank J. Fertitta III, Chairman and Chief Executive Officer of
Station, Lorenzo J. Fertitta, Vice Chairman and President of Station,
Blake L. Sartini and Delise F. Sartini (collectively, the "Rollover
Stockholders”) and affiliates of Colony
Capital LLC. Based upon the preliminary tally of shares voted,
approximately 79% of total shares of Station common stock outstanding
and approximately 72% of the outstanding shares of Station common stock
(other than shares of Station common stock held by Parent, Merger Sub,
the Rollover Stockholders or any of their respective affiliates) voted
in favor of the transaction. Subject to satisfaction of all regulatory
approvals and other customary closing conditions, Station expects the
transaction to be completed as early as late September or in the fourth
quarter of 2007.
Under the terms of the merger agreement, holders of Station common stock
(other than shares of Station common stock owned by Parent, Merger Sub,
FCP Holding, Inc., a Nevada corporation and a wholly-owned subsidiary of
Parent ("FCP HoldCo”),
Fertitta Partners LLC or any wholly-owned subsidiary of Station or
shares of Station common stock held in treasury) will receive $90.00 in
cash for each outstanding share of Station common stock.
About Colony Capital
Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack, Jr., Colony is a private, international investment firm
focusing primarily on real estate-related assets, securities and
operating companies. The firm has invested approximately $20 billion in
over 8,400 assets through various corporate, portfolio and complex
property transactions. One of the few private investment firms licensed
in gaming, Colony owns Resorts International Atlantic City, the Las
Vegas Hilton, Resorts East Chicago, Resorts Tunica, Atlantic City Hilton
and Bally’s. Colony is also a partner in
Accor Casinos in Europe. Colony has a staff of more than 160 and is
headquartered in Los Angeles, with offices in New York, Boston, Hawaii,
London, Madrid, Paris, Rome, Beirut, Hong Kong, Seoul, Shanghai, Taipei,
and Tokyo. For more information visit www.colonyinc.com.
Company Information and Forward Looking Statements
Station Casinos, Inc. is the leading provider of gaming and
entertainment to the residents of Las Vegas, Nevada. Station’s
properties are regional entertainment destinations and include various
amenities, including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as traditional
casino gaming offerings such as video poker, slot machines, table games,
bingo and race and sports wagering. Station owns and operates Red Rock
Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel
& Casino, Santa Fe Station Hotel & Casino, Wildfire Casino and Wild Wild
West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada,
and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Magic
Star Casino, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada.
Station also owns a 50% interest in Green Valley Ranch Station Casino,
Barley’s Casino & Brewing Company and The
Greens in Henderson, Nevada and a 6.7% interest in a joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada. In addition, Station
manages Thunder Valley Casino near Sacramento, California on behalf of
the United Auburn Indian Community.
This press release contains certain forward-looking statements with
respect to the Company and its subsidiaries which involve risks and
uncertainties that cannot be predicted or quantified, and consequently,
actual results may differ materially from those expressed or implied
herein. Such risks and uncertainties include, but are not limited to,
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement with Parent; the
outcome of any legal proceedings that have been, or will be, instituted
against the Company related to the merger agreement; the inability to
complete the merger due to the failure to satisfy other conditions to
complete the merger, including the receipt of all regulatory approvals
related to the merger; the failure to obtain the necessary financing
arrangements set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the amount
of the costs, fees, expenses and charges related to the merger; the
effects of local and national economic, credit and capital market
conditions on the economy in general, and on the gaming and hotel
industries in particular; changes in laws, including increased tax
rates, regulations or accounting standards, third-party relations and
approvals, and decisions of courts, regulators and governmental bodies;
litigation outcomes and judicial actions, including gaming legislative
action, referenda and taxation; acts of war or terrorist incidents or
natural disasters; the effects of competition, including locations of
competitors and operating and market competition; and other risks
described in the filings of the Company with the Securities and Exchange
Commission, including, but not limited to, the Company’s
Annual Report on Form 10-K for the year ended December 31, 2005, its
Quarterly Report on Form 10-Q for the period ended June 30, 2007 and its
Registration Statement on Form S-3ASR File No. 333-134936. All
forward-looking statements are based on the Company’s
current expectations and projections about future events. All
forward-looking statements speak only as of the date hereof and the
Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise. Additional financial information, including presentations
from recent investor conferences, is available in the "Investors”
section of the Company’s website at www.stationcasinos.com.
None of the information contained on the Company’s
website shall be deemed incorporated by reference or otherwise included
herein.
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