MGM MIRAGE Completes
$7.9 Billion Acquisition of Mandalay Resort Group
LAS VEGAS, April 25 /PRNewswire-FirstCall/
-- MGM MIRAGE (NYSE: MGG) today announced that it has completed
its $7.9 billion acquisition of Mandalay Resort Group (NYSE:
MBG).
"This is an historic moment not just for our company,
but for the industry," said Terry Lanni, Chairman and
CEO of MGM MIRAGE. "The combination of MGM MIRAGE and
Mandalay Resort Group creates the world's leading gaming,
entertainment and leisure company.
"There will be unrivaled opportunities in our dynamic
new organization. Our dream combination of people and assets
creates the best opportunity to serve an ever more diversified
customer base. In representing all segments of the resort
and gaming industry, we are better able to meet those needs
and strategically realize revenue growth. As we do so, we
will reach new milestones in our industry-leading diversity
initiatives while at the same time continue to make a positive
impact in the communities we serve," Mr. Lanni said.
Immediately prior to the completion of the acquisition,
Mandalay closed on the previously announced sale of its 53.5%
interest in the MotorCity Casino in Detroit, Michigan for
approximately $525 million and placed into escrow Mandalay's
50% interest in the Grand Victoria riverboat casino in Elgin,
Illinois.
MGM MIRAGE now owns and operates 24 hotel and casino properties
in Nevada, Mississippi and Michigan and has investments in
three other properties in Nevada, New Jersey and the United
Kingdom. The company has more than 70,000 employees and pro
forma revenues of more than $7 billion.
Jim Murren, MGM MIRAGE's President, CFO and Treasurer said, "Our
excellent financial position allowed us to complete this
transaction while we maintain maximum flexibility for future
growth. We believe that the combination of these two companies
will produce material revenue and cost enhancement opportunities
that result in an immediately accretive transaction for our
shareholders and provide an unparalleled platform to expand
our business."
CONTACT: investors, James J. Murren, President, Chief Financial
Officer & Treasurer, +1-702-693-8877, or media, Alan
M. Feldman, Senior Vice President, Public Affairs, +1-702-891-7147,
both of MGM MIRAGE/
About MGM MIRAGE
MGM MIRAGE (NYSE: MGG), headquartered
in Las Vegas, Nevada, is one of the world's leading and most
respected hotel and gaming companies. The Company owns and
operates 11 casino resorts located in Nevada, Mississippi
and Michigan, and has investments in three other casino resorts
in Nevada, New Jersey and the United Kingdom.
About Mandalay Resort Group
Mandalay Resort Group owns and
operates 11 properties in Nevada: Mandalay Bay, Luxor, Excalibur,
Circus Circus, and Slots-A-Fun in Las Vegas; Circus Circus
-- Reno; Colorado Belle and Edgewater in Laughlin; Gold Strike
and Nevada Landing in Jean and Railroad Pass in Henderson.
The company also owns and operates Gold Strike, a hotel/casino
in Tunica County, Mississippi. The company owns a 50% interest
in Silver Legacy in Reno, and owns a 50% interest in and
operates Monte Carlo in Las Vegas. In addition, the company
owns a 50% interest in and operates Grand Victoria, a riverboat
in Elgin, Illinois, and owns a 53.5% interest in and operates
MotorCity in Detroit, Michigan.
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Nevada Gaming Commission Approves MGM MIRAGE
and Mandalay Resort Group Merger
LAS VEGAS, Feb. 25 /PRNewswire-FirstCall/ -- MGM MIRAGE (NYSE: MGG)
announced that the Nevada Gaming Commission unanimously approved the
proposed merger between MGM MIRAGE and Mandalay Resort Group yesterday.
The transaction is subject to customary closing conditions
and satisfaction of regulatory requirements in Illinois and Michigan.
MGM MIRAGE anticipates the transaction will be completed in the first
quarter of 2005.
"We are very pleased with the Commission's
unanimous approval and we are working diligently to complete
the remaining steps of the merger prior to the end of March," said
Terry Lanni, Chairman and Chief Executive Officer of MGM
MIRAGE.
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LAS VEGAS, Feb. 16 /PRNewswire-FirstCall/
-- MGM MIRAGE (NYSE: MGG) and Mandalay Resort Group (NYSE:
MBG) today jointly announced that they have been notified
by the Federal Trade Commission (FTC) that the FTC has completed
its review of the pending acquisition by MGM MIRAGE of Mandalay
Resort Group and voted unanimously that no further action
is required by the FTC. The transaction is subject to customary
closing conditions and receipt of state regulatory approvals.
MGM MIRAGE anticipates the transaction will be completed
in the first quarter of 2005.
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LAS VEGAS, DECEMBER 15, 2004 - MGM MIRAGE (NYSE:
MGG) announced today that the Mississippi Gaming Commission
has approved the Company's merger with Mandalay Resort Group
(NYSE: MBG) pending receipt of other required approvals.
The Company continues to expect the merger to be completed
in the first quarter of 2005.
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LAS VEGAS, DECEMBER 10, 2004 - Mandalay Resort
Group (NYSE: MBG) today announced that this morning at its
2004 annual meeting of stockholders the Agreement and Plan
of Merger dated as of June 15, 2004 among MGM MIRAGE, MGM
MIRAGE Acquisition Co. #61 and the company was approved by
the company's stockholders. The transactions contemplated
by the agreement are still subject to the satisfaction of
other customary closing conditions contained in the agreement,
including the receipt of all regulatory and governmental
approvals. Accordingly, there can be no assurance as to when
or if the merger will be consummated.
At the meeting, stockholders also elected management's
nominees, William E. Bannen, Jeffrey D. Benjamin and Rose
McKinney-James, to new three-year terms as members of the
company's board of directors and ratified the appointment
of Deloitte & Touche LLP as the company's independent
auditors for the year ending January 31, 2005.
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LAS VEGAS, JULY 27, 2004 - Mandalay Resort Group
(NYSE: MBG) and MGM MIRAGE(NYSE: MGG) today jointly announced
that they have received a request from the Federal Trade
Commission (FTC) for more information relating to the previously
announced merger of Mandalay and MGM MIRAGE.
The companies intend to respond promptly to the information
request. This "second request" extends the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 during which the FTC reviews the transaction. MGM MIRAGEanticipates
the transaction will be completed in the first quarter of
2005.
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LAS VEGAS, JUNE 16, 2004 - MGM MIRAGE (NYSE:
MGG) and Mandalay Resort Group (NYSE: MBG) today jointly
announced that they have entered into a definitive merger
agreement under which MGM MIRAGE will acquire Mandalay for
$71.00 per share in cash, a premium of approximately 30%
to Mandalay's closing share price on the day before MGM MIRAGE
made its initial offer. The total value of the acquisition
is approximately $7.9 billion, including equity value of
approximately $4.8 billion, $600 million of convertible debentures
and the assumption of approximately $2.5 billion in outstanding
Mandalay debt.
The combination will bring together two leading
gaming resort operators to form a highly diversified hospitality
company appealing to a broad spectrum of the leisure and
business travel and event markets.
Following the acquisition, MGM MIRAGE will own
and operate 28 properties throughout Nevada, Mississippi,
Illinois, Michigan and New Jersey. The combined company
will have an asset portfolio that includes Bellagio, MGM
Grand Las Vegas, The Mirage, Mandalay Bay and Circus Circus.
These properties cater to a broad customer base, ranging
from value-oriented to ultra high-end and chic, and each
provides a unique customer experience. Following completion
of the transaction, MGM MIRAGE will also own the fifth largest
convention center in the U.S., providing the opportunity
to further develop Las Vegas as a significant convention
alternative for consumers.
Terry Lanni, Chairman and Chief Executive Officer
of MGM MIRAGE, said, "This acquisition will create the world's
leading gaming and leisure company with an unmatched portfolio
of resorts. Mandalay is an outstanding franchise with top-notch
properties that complement MGM MIRAGE's existing footprint
as well as brands that are recognized and respected worldwide.
The company also has an extremely talented and motivated
group of employees, and we are excited to have them join
our team. As our industry becomes increasingly competitive,
and our company evolves into a multi-faceted entertainment,
business and hospitality franchise, this transaction will
allow us to serve the ever-growing needs of our customers
with outstanding gaming, lodging, dining, entertainment and
convention assets."
"Today's announcement is the culmination of the
hard work and dedication of our management team, who built
Mandalay Resort Group into a premier company in destination
entertainment," said Mike Ensign, Mandalay's Chairman and
Chief Executive Officer. "We believe this outstanding combination
delivers the full value of our franchise to our shareholders
and creates growth opportunities for Mandalay employees.
We will devote ourselves to a rapid and smooth integration
of the two companies. The new company will prove an influential
factor in the future of American entertainment."
Jim Murren, President, Chief Financial
Officer and Treasurer of MGM MIRAGE said, "This combination
will create a well-capitalized company that will generate
significant free cash flow enabling it to further invest
in our current portfolio of resorts as well as in new domestic
and international growth opportunities. We strongly believe
the opportunities arising from this acquisition can create
a meaningful increase in long-term value for MGM MIRAGE shareholders.
We are clearly bullish on Las Vegas and its potential, and
believe the combination will better position us to meet the
needs of a broad range of customers in an increasingly competitive
regional and national gaming marketplace."
MGM MIRAGE expects the acquisition to be immediately
accretive to earnings per share before synergies and that
it will increase free cash flow. Pro forma 2003 revenues
for the combined company are $6.5 billion, and MGM MIRAGE
will be represented by more than 70,000 employees throughout
the world.
Under the terms of the transaction, Mandalay
will terminate its quarterly dividend, but the $0.27 per
share dividend declared on June 2, 2004, will be paid on
August 2, 2004, as previously announced.
The transaction is subject to the approval of
Mandalay shareholders and to the satisfaction of customary
closing conditions contained in the merger agreement, including
the receipt of all necessary regulatory and governmental
approvals. MGM MIRAGE anticipates the transaction will be
completed by the first quarter of 2005.
Bank of America Corporation, Citigroup Inc.,
Deutsche Bank AG, JPMorgan Chase & Co. and Societe Generale
Group acted as financial advisors and Morgan Stanley provided
a fairness opinion to MGM MIRAGE. Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP and Fried, Frank,
Harris, Shriver & Jacobson LLP served as legal counsel
to MGM MIRAGE. Merrill Lynch & Co., Inc. served as
financial advisor and Cravath, Swaine & Moore LLP served
as legal counsel to Mandalay Resort Group.
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