Filed by: Aztar Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-12092
On May 10, 2006, Aztar Corporation published the following press release:
AZTAR RECEIVES INCREASED OFFER
FROM COLUMBIA ENTERTAINMENT
PHOENIX, AZ, May 10, 2006 – Aztar Corporation (NYSE: AZR) announced today that it has received an offer from Wimar Tahoe Corporation d/b/a Columbia Entertainment, the gaming affiliate of Columbia Sussex Corporation, to acquire Aztar in a merger transaction in which the holders of Aztar common stock would receive $53.00 per share in cash and the holders of Aztar's Series B preferred stock would receive a commensurate payment dictated by the terms of their securities.
Columbia Entertainment's offer stated that its offer will remain open until 12:00 noon (New York City time) on Wednesday, May 17, 2006 and reserved the right to revoke its offer in the event that Aztar's Board of Directors does not determine its offer to be a superior proposal under Aztar's merger agreement with Pinnacle Entertainment, Inc. and notify Pinnacle of such determination by 10:00 p.m. (New York City time) on Thursday, May 11, 2006.
The offer included a signed merger agreement and 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 $0.00871 per share of Aztar common stock (and a commensurate increase per share of Aztar preferred stock) per day beginning six months after the signing of the merger agreement. Columbia Entertainment also provided a signed financing commitment letter.
Aztar's Board met tonight to preliminarily consider the offer by Columbia Entertainment and will continue to consider such offer. In considering the offer, Aztar's Board will take into account all relevant factors, including all regulatory matters, the likelihood that a transaction with Columbia Entertainment would actually be consummated and the anticipated timing of closing. Aztar cautions that there can be no assurance that Aztar's Board will determine that the offer from Columbia Entertainment constitutes a superior proposal under Aztar's 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 any transaction with Columbia Entertainment or that a transaction will result.
As announced on May 5, 2006, Pinnacle and Aztar are party to an amended merger agreement, under which Pinnacle would acquire all of the outstanding common shares of Aztar for $51.00 per share, consisting of $47.00 in cash and $4.00 in Pinnacle common stock, subject to adjustment.
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.
Forward-Looking Statements
This press release includes statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding Pinnacle's pending acquisition of Aztar, are based on current expectations of management of Aztar and are subject to risks, uncertainties and changes in circumstances that could significantly affect future results. Accordingly, Aztar cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include, but are not limited to: (a) the risk that Aztar may be unable to obtain stockholder approval required for the transaction with Pinnacle; (b) the risk that Pinnacle may be unable to obtain regulatory approvals required for the transaction with Aztar; (c) the risk that conditions to the closing of the transaction may not be satisfied or the merger agreement with Pinnacle may be terminated prior to closing; and (d) other risks, including those as may be detailed from time to time in Pinnacle's filings with the Securities and Exchange Commission (the "SEC"). For more information on the potential factors that could affect Aztar's financial results and business, review Aztar's filings with the SEC, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.
Additional Information and Where to Find It
In connection with the proposed transaction, Pinnacle Entertainment, Inc. intends to file a registration statement, including a proxy statement of Aztar Corporation, and other materials with the Securities and Exchange Commission (the "SEC"). Investors are urged to read the registration statement and other materials when they are available because they contain important information.
Investors will be able to obtain free copies of the registration statement and proxy statement, when they become available, as well as other filings containing information about Pinnacle and Aztar, without charge, at the SEC's website at http://www.sec.gov. These documents may also be obtained for free from Pinnacle by directing a request to Pinnacle Entertainment, Inc., 3800 Howard Hughes Parkway, Las Vegas, Nevada 89109, Attention: Investor Relations. Free copies of Aztar's filings may be obtained by directing a request to Aztar Corporation, 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016, Attention: Secretary.
This press release may be deemed to be solicitation material in respect of the proposed merger of Aztar and Pinnacle. In connection with the proposed merger, Aztar plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF AZTAR ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement will be mailed to stockholders of Aztar. Investors and security holders may
obtain a free copy of the proxy statement, when it becomes available, and other documents filed by Aztar with the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the proxy statement, when it becomes available, and Aztar’s other filings with the SEC may also be obtained from Aztar. Free copies of Aztar’s filings may be obtained by directing a request to Aztar Corporation, 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016, Attention: Secretary.
Aztar, Pinnacle and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from Aztar's stockholders in favor of the proposed merger. Information regarding Aztar’s directors and executive officers is available in Aztar’s proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 10, 2006. Information regarding Pinnacle’s directors and executive officers is available in Pinnacle’s proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 13, 2006. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
Contact:
Joe Cole
Aztar Corporation
602-381-4111