PHOENIX -- Aztar Corporation (NYSE: AZR) today said that its Board of Directors has determined that a definitive offer received on May 1, 2006 from Wimar Tahoe Corporation d/b/a Columbia Entertainment,

Aztar will be sold to the highest bidder. the gaming affiliate of Columbia Sussex Corporation, to acquire Aztar remains a superior proposal when compared to the terms of Aztar's current merger agreement with Pinnacle Entertainment, Inc. Upon this determination by Aztar's Board, the three business day waiting period under the merger agreement with Pinnacle has ended.
Columbia Entertainment's offer is to acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $50 per share in cash and the holders of Aztar's Series B preferred stock would receive $528.82 per share in cash. Columbia Entertainment's offer remains open until 5:00 p.m. (New York City time) today.
Aztar also announced that it received an amended offer from Pinnacle Entertainment, Inc. after 8:00 p.m. (New York City time) on May 4, 2006 to increase the purchase price to $47.00 in cash per share of Aztar common stock and a fraction of a share in Pinnacle common stock equal to $4.00 divided by the trading price of a share of Pinnacle common stock over a specified trading period, but no more than 0.16584 shares and no fewer than 0.11056 shares. The amended offer provided for an increase in the termination fee to $52.16 million and termination expenses to up to $25.84 million and amended the collar provision. Pinnacle stated in its amended offer that its offer would expire at 11:00 p.m. (Las Vegas time) on May 4, 2005. Aztar stated that the time frame available for acceptance was insufficient for Aztar's Board to make a decision consistent with the Board's fiduciary duties. Aztar's advisors had previously informed Pinnacle's advisors that Aztar's Board had a meeting scheduled for 10:00 a.m. (New York City time) today.
Aztar is still party to its merger agreement with Pinnacle. Aztar's Board is not making any recommendation at this time with respect to the Columbia Entertainment offer, and there can be no assurance that Aztar's Board will approve a termination of the merger agreement with Pinnacle or that any transaction with Columbia Entertainment will result.
About Aztar Corporation
Aztar is a publicly traded company that operates Tropicana Casino and Resort in Atlantic City, New Jersey, Tropicana Resort and Casino in Las Vegas, Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada, Casino Aztar in Caruthersville, Missouri, and Casino Aztar in Evansville, Indiana.
Aztar Corporation
2390 East Camelback Road
Suite 400
Phoenix, AZ 85016
Phone: (602) 381-4100
Fax: (602) 381-4108
Website: www.aztar.com
| Aztar Corporation is a gaming company that owns and operates three land-based casinos and two riverboat casinos in five different markets. Its casinos can be found in Las Vegas, Atlantic City, Laughlin, Nevada, Caruthersville, Missouri, and Evansville Indiana. |
Tropicana Casinos and Resorts, Inc.
207 Grandview Drive
Fort Mitchell, KY 41017
Phone: (859) 578-1100
Fax: (859) 578-1154
Website: www.tropicanacasinos.com
| Formerly Columbia Sussex, Tropicana Casinos and Resorts owns the Tropicana in Las Vegas, two properties in Lake Tahoe, Nevada and a number in Louisiana and Mississippi. |