MTR Gaming Group, Inc. Announces Approval from the West Virginia State Lottery Commission for Proposed MTR-Eldorado Mergers
30 5월 2014 - 9:00PM
Business Wire
MTR Gaming Group, Inc. (NasdaqGS:MNTG) (“MTR”) announced
today that the proposed combination of MTR and Eldorado
HoldCo LLC (“Eldorado”) has been approved by the West Virginia
State Lottery Commission (“WVSLC”), subject to final review of any
material and substantive changes in the proposed combination that
may occur after the date of its approval.
“We are pleased to receive approval from the West Virginia State
Lottery Commission and continue to work cooperatively with the
remaining state gaming and horse racing regulatory agencies to
obtain the necessary approvals to complete the transaction," said
Joseph L. Billhimer, Jr., President and COO of MTR Gaming Group,
Inc.
As previously announced, MTR, Eldorado and certain of their
affiliates entered into an agreement and plan of merger (the
“Merger Agreement”), pursuant to which MTR and Eldorado will become
wholly-owned subsidiaries of Eclair Holdings Company (“NewCo”),
which will be renamed “Eldorado Resorts, Inc.” The final
approval from the WVSLC satisfies one of the conditions to the
proposed transaction. The proposed combination remains subject to
certain conditions and approvals, including final regulatory
approvals from gaming regulators in Louisiana, Nevada, Ohio and
Pennsylvania, approval by stockholders of MTR, registration and
listing of NewCo shares and customary closing conditions.
About MTR Gaming Group, Inc.
MTR Gaming Group, Inc. is a hospitality and gaming company that
through subsidiaries owns and operates Mountaineer Casino,
Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania; and Scioto Downs in
Columbus, Ohio. For more information, please visit
www.mtrgaming.com.
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 current
expectations of management of MTR and Eldorado and are subject to
uncertainty and changes in circumstances. These forward-looking
statements include, among others, statements regarding the expected
benefits of a potential combination of MTR and Eldorado, including
the expected effect of the merger on MTR’s and Eldorado’s financial
results and profile (e.g., free cash flow, earnings per share and
Adjusted EBITDA); the anticipated benefits of geographic diversity
that would result from the merger and the expected results of MTR’s
and Eldorado’s gaming properties; expectations about future
business plans, prospective performance and opportunities; required
regulatory approvals and the expected timing of the completion of
the transaction. These forward-looking statements may be identified
by the use of words such as “expect,” “anticipate,” “believe,”
“estimate,” “potential,” “should”, “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 MTR and Eldorado; (b) the ability and timing to
obtain required regulatory approvals (including approval from
gaming and horse racing regulators) and satisfy or waive other
closing conditions; (c) the possibility that the mergers do not
close when expected or at all or that the companies may be required
to modify aspects of the mergers to achieve regulatory approval;
(d) the ability of MTR and Eldorado to promptly and effectively
integrate their respective businesses; (e) the requirement to
satisfy closing conditions to the mergers as set forth in the
merger agreement; (f) the outcome of any legal proceedings that may
be, or have been, instituted in connection with the transaction;
(g) the ability to retain certain key employees of MTR or Eldorado;
(h) that there may be a material adverse change affecting MTR or
Eldorado, or the respective businesses of MTR or Eldorado may
suffer as a result of uncertainty surrounding the transaction; (i)
the risk factors disclosed in MTR’s filings with the Securities and
Exchange Commission (the “SEC”), including its Annual Report on
Form 10-K for the year ended December 31, 2013, which MTR filed on
March 14, 2014, and (j) the risk factors disclosed in the
Proxy Statement/Prospectus referenced below under “Additional
Information and Where to Find It.” Forward-looking statements
reflect MTR’s and Eldorado’s management’s analysis as of the date
of this release, even if subsequently made available by MTR or
Eldorado on their respective websites or otherwise. MTR and
Eldorado 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any
stockholder of MTR. In connection with the Merger Agreement, NewCo
filed with the SEC, on May 22, 2014, an Amendment No. 4 to
Registration Statement on Form S-4, that includes a preliminary
Proxy Statement of MTR and a preliminary Prospectus of NewCo
(together with the Proxy Statement, as amended, the “Proxy
Statement/Prospectus”), as well as other relevant documents
concerning the proposed transaction. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MTR, ELDORADO, NEWCO AND THE
PROPOSED TRANSACTION. The Proxy Statement/Prospectus, and other
relevant materials (when they become available), and any other
documents filed by MTR, Eldorado or NewCo with the SEC, may be
obtained free of charge at the SEC’s website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by directing a written request to
“Investor Relations,” MTR Gaming Group, Inc., Route 2,
P.O. Box 356, Chester, West Virginia 26034 in the case of
MTR, or by accessing MTR’s website at www.mtrgaming.com under the
heading “About” and then “Investor Relations” and then under “SEC
Filings.”
PARTICIPANTS IN THE SOLICITATION
MTR, Eldorado, and NewCo and their respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies from the security holders of MTR in connection with the
proposed transaction. Information about MTR’s directors and
executive officers is available in Amendment No. 1 to MTR’s
Annual Report on Form 10-K/A, filed on April 30, 2014.
Other information regarding the participants and other persons who
may be deemed participants and description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the Proxy Statement/Prospectus. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the Proxy Statement/Prospectus regarding the combination
between MTR and Eldorado.
MTR Gaming Group, Inc.John W. Bittner, Jr.,
724-933-8122Executive Vice President and Chief Financial
Officerjbittner@mtrgaming.comwww.mtrgaming.com
Mtr Gaming (NASDAQ:MNTG)
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