Station Casino to delist common stock
At the effective time of the merger, each share of Station common stock (other than shares of Station common stock owned by FCP, Merger Sub, FCP Holding, Inc., a Nevada corporation and a wholly-owned subsidiary of FCP, Fertitta Partners LLC or any wholly-owned subsidiary of Station or shares of Station common stock held in treasury) shall be canceled and converted into the right to receive $90.00 in cash, without interest. Following the closing of the merger, Station will be directly owned by affiliates of Frank J. Fertitta III, Chairman and Chief Executive Officer of Station, Lorenzo J. Fertitta, Vice Chairman and President of Station, Blake L. Sartini and Delise F. Sartini and affiliates of Colony Capital, LLC.
As a result of the merger, Station will cease to be a publicly-traded company. However, the surviving corporation will continue to file periodic reports with the Securities and Exchange Commission because the voting common stock of the surviving corporation will be registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and such reports may be required by indentures governing the outstanding indebtedness of the surviving corporation or applicable law.
Subject to satisfaction of all remaining regulatory approvals and other customary closing conditions, Station expects to close the transaction near the end of October 2007. Approval of the National Indian Gaming Commission is the final remaining regulatory approval that is needed to complete the transaction.