Riviera Holdings Receives Competing Takeover
LAS VEGAS, Nevada – (PRESS RELEASE) -- Riviera Holdings Corporation (Amex: RIV) today announced that it has received an unsolicited, competing takeover proposal from International Gaming & Entertainment, LLC ("IGE"), which is a newly-formed, special-purpose acquisition company affiliated with BT Enterprises, LLC, a Boston-based merchant equity fund. The principals of IGE include Jeffrey Wu, Michael Signorelli and Bagus Tjahjono. Mr. Wu is the majority shareholder and a director of United International Bank in New York.
IGE has informed Riviera that it is offering to acquire all of Riviera's outstanding stock for $20 per share on substantially the same terms and conditions set forth in Riviera's April 5, 2006 merger agreement with Riv Acquisition Holdings Inc. ("RAHI"), subject to IGE's satisfactory review of certain disclosure schedules. IGE has further informed Riviera that its investors have committed a sufficient amount of equity capital to complete the acquisition of Riviera as contemplated, but IGE does not yet have a financing commitment for the portion of the acquisition price that it intends to finance. IGE's proposed acquisition, however, would not be subject to a financing contingency.
Riviera's merger agreement with RAHI, which provides for RAHI's acquisition of all of Riviera's outstanding stock at $17 per share, was scheduled for a shareholder vote today at Riviera's annual meeting of shareholders.
In accordance with the Riviera board of directors' fiduciary duties, the board will give proper consideration to all aspects of IGE's proposal and evaluate it in comparison to Riviera's merger agreement with RAHI.
IGE submitted its proposal on Friday, August 4, 2006. In order for Riviera to give the proposal proper consideration and to consult further with its legal and financial advisors and with IGE's representatives, as appropriate, Riviera has postponed a shareholder vote on the merger agreement with RAHI until August 29, 2006 at 1:00 p.m., PDT. Riviera will hold its annual meeting today for the vote on the election of directors and will then adjourn the meeting and reconvene it on August 29 for the vote on the RAHI merger agreement.
In the meantime, Riviera's Board of Directors maintains its support for the merger agreement with RAHI.
Riviera's merger agreement with RAHI appears in Appendix A to Riviera's proxy statement for its annual meeting of shareholders, which was filed with the Securities and Exchange Commission on July 3, 2006. Statements in this press release concerning the merger agreement are qualified in their entirety by reference to the complete merger agreement.
