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MGM Mirage neutral on Tracinda offer

15 Dec 2006

LAS VEGAS, Nevada – (PRESS RELEASE) -- MGM Mirage (NYSE: MGM) announced today that it has filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission (the "SEC") in response to an unsolicited tender offer by its majority stockholder, Tracinda Corporation ("Tracinda"), to purchase up to 15 million shares of the common stock, par value $.01 per share, of MGM Mirage for $55.00 per share in cash (the "Offer"). The terms and conditions of the Offer are provided in an Offer to Purchase and the related Letter of Transmittal (collectively, the "Offer to Purchase") filed with the SEC by Tracinda on December 4, 2006. If Tracinda purchases all 15 million shares sought in the Offer, its ownership of MGM Mirage will increase from 56.0% to 61.3% of the outstanding common stock; however, MGM Mirage will continue to be a publicly traded corporation listed on the New York Stock Exchange.

After announcement of the Offer, the Board of Directors of MGM Mirage formed a Special Committee of independent directors having no affiliation with Tracinda to evaluate the terms and conditions of the Offer. As disclosed in the Schedule 14D-9 Solicitation /Recommendation Statement filed with the SEC by MGM Mirage today, the Special Committee has determined not to make any recommendation to stockholders as to whether they should, or should not, tender any or all of their shares in the Offer. The Special Committee believes that each stockholder's decision on whether or not to tender shares in the Offer and, if so, how many shares to tender, is a personal investment decision that should be based upon each stockholder's particular circumstances and expectations.

The Special Committee believes that each stockholder should review the Offer, consult its financial and tax advisors and make an independent determination on the Offer using all available information, including the factors considered by the Special Committee. These factors are described in MGM Mirage's Schedule 14D-9, which will be mailed to stockholders on or about December 15, 2006. The Schedule 14D-9 and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to tendering in the Offer.

Gibson, Dunn & Crutcher LLP provided legal advice to the Special Committee and Morgan Stanley served as the Special Committee's financial advisor.

 
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