MGM MIRAGE and Dubai World Announce Intention to Commence a Dutch Auction Tender Offer for up to 10,000,000 Shares of MGM MIRAGE
09 Janeiro 2008 - 11:30AM
PR Newswire (US)
LAS VEGAS, Jan. 9 /PRNewswire-FirstCall/ -- MGM MIRAGE (NYSE:MGM)
and Dubai World today announced that they intend to jointly make a
cash tender offer for up to 10,000,000 shares of common stock of
MGM MIRAGE at a price per share of not less than $75.00 and not
greater than $80.00. The offer price represents an approximately
7.2% to 14.3% premium over MGM MIRAGE's closing stock price of
$69.98 on January 8, 2008. As of January 8, 2008, MGM MIRAGE had
293,764,426 shares issued and outstanding. Tracinda Corporation is
the beneficial owner of 153,837,330 shares of MGM MIRAGE common
stock, approximately 52.4% of the outstanding shares as of January
8, 2008. Tracinda has informed MGM MIRAGE that it will not tender
any of its shares. Dubai World, through its affiliates Infinity
World (Cayman) L.P. and Infinity World Investments LLC, is the
beneficial owner of 19,548,838 shares of MGM MIRAGE common stock,
approximately 6.7% of the outstanding shares as of January 8, 2008.
It is anticipated that the bidder on behalf of Dubai World will be
Infinity World (Cayman) L.P. ("Infinity World"). With respect to
the shares of MGM MIRAGE common stock that are tendered and
accepted for purchase pursuant to the offer, each of MGM MIRAGE and
Infinity World will purchase 50% of said shares. Under the
procedures for a Dutch Auction tender offer, MGM MIRAGE's
stockholders will have the opportunity to tender some or all of
their shares at a price within the $75.00 to $80.00 range per
share. Based on the number of shares tendered and the prices
specified by the tendering stockholders, MGM MIRAGE and Infinity
World will determine the lowest per share price within the range
that will enable them to buy an aggregate of 10,000,000 shares, or
such lesser number of shares that are properly tendered and not
withdrawn. All shares accepted in the tender offer will be
purchased at the same determined price per share regardless of
whether the stockholder tendered at a lower price. If more than
10,000,000 shares are properly tendered and not withdrawn at or
below the determined price per share, then MGM MIRAGE and Infinity
World will purchase shares tendered by those stockholders owning
fewer than 100 shares without pro ration, and all other shares will
be purchased on a pro rata basis, subject to the conditional tender
offer provisions that will be described in the offer to purchase
that will be distributed to stockholders. Stockholders whose shares
are purchased in the offer will be paid the determined purchase
price net in cash, without interest, after the expiration of the
offer period. The offer is not contingent upon any financing
condition or any minimum number of shares being tendered. The offer
is subject, however, to a number of other customary terms and
conditions to be specified in the offer to purchase that will be
distributed to stockholders. No brokerage fees or commissions will
be charged to holders who tender their shares. Neither MGM MIRAGE,
its Board of Directors, nor Dubai World and its affiliates are
making any recommendation to stockholders as to whether to tender
or refrain from tendering their shares into the tender offer.
Stockholders must decide how many shares they will tender, if any,
and the price within the stated range at which they will offer
their shares for purchase by MGM MIRAGE and Infinity World. About
MGM MIRAGE MGM MIRAGE (NYSE:MGM), one of the world's leading and
most respected development companies with significant holdings in
gaming, hospitality and entertainment, owns and operates 17
properties located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau. MGM MIRAGE is developing major casino and
non-casino resorts, separately and with partners in Las Vegas,
Atlantic City, the People's Republic of China and Abu Dhabi, U.A.E.
MGM MIRAGE supports responsible gaming and has implemented the
American Gaming Association's Code of Conduct for Responsible
Gaming at its properties. MGM MIRAGE has received numerous awards
and recognitions for its industry-leading Diversity Initiative and
its community philanthropy programs. For more information about MGM
MIRAGE, please visit the company's website at
http://www.mgmmirage.com/. About Dubai World Dubai World is a major
investment holding company which wholly owns or has substantial
interest in a portfolio of businesses that includes DP World,
Jafza, Nakheel, Dubai Drydocks, Maritime City, Istithmar, Kerzner,
One & Only, Atlantis, Barney's, Island Global Yachting,
Limitless, Inchcape Shipping Services, Tejari, Technopark and
Tamweel. The Dubai World Group has more than 50,000 employees in
over 100 cities around the globe. Dubai World's iconic real estate
projects include the Nakheel's Palm developments and The World. The
group also has extensive real estate investments in the US, the UK
and South Africa, unique hospitality destinations in every corner
of the world, and is a leading global port operator. In the last
five years, Dubai World has developed 80,000 luxury residential
villas and apartments and approximately three million square feet
of retail space. Forward-Looking Statement Statements in this
release which are not historical facts are "forward looking"
statements and "safe harbor statements" under the Private
Securities Litigation Reform Act of 1995 that involve risks and/or
uncertainties, including risks and/or uncertainties as described in
the company's public filings with the Securities and Exchange
Commission. Tender Offer Statement This press release is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of MGM MIRAGE common stock will be made
only pursuant to an offer to purchase and related materials that
MGM MIRAGE and Infinity World will jointly file with the U.S.
Securities and Exchange Commission (the "SEC") on Schedule TO.
After MGM MIRAGE and Infinity World have jointly filed with the SEC
such tender offer statement on Schedule TO, MGM MIRAGE stockholders
and other investors should read these materials carefully because
they will contain important information, including the terms and
conditions of the offer. After MGM MIRAGE and Infinity World have
jointly filed with the SEC such tender offer statement on Schedule
TO, MGM MIRAGE stockholders and other investors may obtain copies
of these materials without charge from the SEC through the SEC's
website at http://www.sec.gov/, or from the information agent to be
named in the offer to purchase. MGM MIRAGE stockholders and other
investors are urged to read carefully those materials prior to
making any decisions with respect to the offer. DATASOURCE: MGM
MIRAGE CONTACT: Investment Community, Dan D'Arrigo, Chief Financial
Officer, +1-702-693-8895, or Media, Alan M. Feldman, Senior Vice
President of Public Affairs, +1-702-891-7147, , both of MGM MIRAGE
Web site: http://www.mgmmirage.com/
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