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

Aztar remains a hot company to buy. the gaming affiliate of Columbia Sussex Corporation, to acquire Aztar is a superior proposal when compared to the terms of Aztar's current merger agreement, as amended, with Pinnacle Entertainment, Inc.
Under the terms of its revised definitive offer, Columbia Entertainment would acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $54.00 per share in cash and the holders of Aztar's Series B preferred stock would receive $571.13 per share in cash. The revised definitive offer included a signed merger agreement. The proposed merger agreement contemplates a substantial deposit, payable to Aztar in certain circumstances (including failure to obtain regulatory approvals), in the event that an executed merger agreement, if any, is terminated. The proposed merger agreement also provides for an increase in the purchase price at the rate of $0.00888 per share per day beginning six months, and then to $0.01184 per share per day beginning nine months, after the signing of the merger agreement in the event all required regulatory approvals have not been received by such dates. Columbia Entertainment also provided a signed financing commitment letter.
Columbia Entertainment stated in its revised definitive offer that the offer will remain open until 2:00 p.m. (New York City time) on Friday, May 19, 2006.
Under the terms of Aztar's merger agreement with Pinnacle, Aztar must wait three business days before it can terminate the merger agreement with Pinnacle and enter into a merger agreement with another party. As previously announced, Aztar and Pinnacle amended their merger agreement on May 5, 2006 to increase the purchase price for each share of Aztar common stock to $47.00 per share in cash and $4.00 of Pinnacle common stock, subject to a collar.
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 any such transaction or that a transaction will result.
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. |
Pinnacle Entertainment
3800 Howard Hughes Parkway
Las Vegas, NV 89109
| Pinnacle Entertainment owns and operates casinos in Nevada, Louisiana, Indiana and Argentina, owns a hotel in Missouri, and receives lease income from two card club casinos in the Los Angeles metropolitan area. Pinnacle also has two casino development projects in the St. Louis, Missouri area, which are dependent upon final approval by the Missouri Gaming Commission. |