Filed by Pinnacle Entertainment, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-12092
On April 28, 2006, Pinnacle Entertainment, Inc. published the following press
release:
UPDATING AND REPLACING
[PINNACLE ENTERTAINMENT LOGO] PINNACLE ENTERTAINMENT, INC.
3800 Howard Hughes Parkway
Las Vegas, Nevada 89109
NYSE: PNK
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FOR FURTHER INFORMATION:
PINNACLE ENTERTAINMENT: JOELE FRANK, WILKINSON BRIMMER KATCHER:
----------------------- ---------------------------------------
Lewis Fanger (Investors)-(702)784-7777 Matthew Sherman (Media)-(212)355-4449
Pauline Yoshihashi (Media)-(702)784-7777
PINNACLE ENTERTAINMENT AMENDS PROPOSAL TO ACQUIRE AZTAR CORPORATION
TO $48.00 PER COMMON SHARE IN CASH AND STOCK, SUBJECT TO ADJUSTMENT
LAS VEGAS, APRIL 28, 2006 - Pinnacle Entertainment, Inc. (NYSE: PNK) today
announced that its Board of Directors has unanimously approved an increase in
the per-share price under the Company's proposal to acquire all of the
outstanding common shares of Aztar Corporation (NYSE: AZR) to $48.00 per share,
subject to adjustment. The consideration consists of $45.00 per share in cash
and $3.00 per share of Pinnacle common stock, subject to a collar provision. The
purchase price for each share of Aztar Series B preferred stock has been
increased to $475.94 in cash, plus $31.73 in Pinnacle common stock, subject to
the collar provision. The fully financed transaction is valued at $2.46 billion,
including approximately $1.85 billion in equity on a fully diluted basis and
approximately $677 million of indebtedness.
Each share of Aztar common stock would receive a fraction of a share of Pinnacle
common stock equal to $3.00 divided by the trading price of a share of Pinnacle
common stock over a specified trading period, but no more than 0.12976 shares
and no fewer than 0.08651 shares.
As announced on April 24, 2006, Pinnacle and Aztar had previously amended their
definitive merger agreement, under which Pinnacle would acquire all of the
outstanding common shares of Aztar for $45.00 per share in cash. In raising the
proposed merger price to $48.00 per share, Pinnacle exercised its right under
the merger agreement to respond to a third-party proposal. Pinnacle's offer
remains open until 5 p.m. (New York City time) on Friday, April 28, 2006.
ABOUT PINNACLE ENTERTAINMENT
Pinnacle Entertainment owns and operates casinos in Nevada, Louisiana, Indiana
and Argentina, owns a hotel in Missouri, receives lease income from a card club
casino in the Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously operated in
Biloxi, Mississippi. Pinnacle opened a major casino resort in Lake Charles,
Louisiana in May 2005 and a new replacement casino in Neuquen, Argentina in July
2005. Pinnacle also has two casino development projects in the St. Louis,
Missouri area. The development projects are dependent upon final approval by the
Missouri Gaming Commission.
FORWARD-LOOKING STATEMENT
All statements included in this press release, other than historical information
or statements of historical fact, 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, the growth opportunities and synergies for the combined
company, current and potential future development opportunities and anticipated
opening dates, are based on Pinnacle management's current expectations and are
subject to risks, uncertainties and changes in circumstances that could
significantly affect future results. Accordingly, Pinnacle 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
the acquisition does not close; (b) the substantial increase in Pinnacle's
indebtedness if the acquisition closes; (c) Pinnacle's redevelopment of the
Tropicana Las Vegas site would be a project of a larger scale than any Pinnacle
has undertaken, and is subject to significant risks and contingencies, including
the
availability and cost of financing and construction risks; (d) the combined
company's post-acquisition results of operations may not meet expectations,
which may make it difficult for Pinnacle to service the debt Pinnacle would
incur in the transaction; (e) the risk that new projects and expansions could
strain Pinnacle's financial resources and might not provide for a sufficient
return, if any; (f) significant competition facing Pinnacle in all of its
markets; (g) many construction-related factors could prevent Pinnacle from
completing its construction and development projects within budget and on time;
and (h) other risks, including those as may be detailed from time to time in
Pinnacle's filings with the Securities and Exchange Commission ("SEC"). For more
information on the potential factors that could affect Pinnacle's financial
results and business, review Pinnacle'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.
NOTE: 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 Entertainment and Aztar,
without charge, at the SEC's Internet site (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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
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.