Casinos Austria will offer A$ 1.00 cash for each CAIL fully paid ordinary share, which values CAILs equity at approximately A$ 176 million.
Casinos Austria believes that its offer is highly attractive and reflects a full and fair price to CAIL shareholders, said Mr Paul Herzfeld, Chief Executive Officer of Casinos Austria.
This offer represents an opportunity for CAIL shareholders to dispose of their shares at a significant premium to the recent market price of CAIL shares.
The offer price represents a 25.0% premium to CAILs closing share price of A$ 0.80 on 22 April 2004, the last day CAIL shares were traded prior to the date of this announcement. In addition, it represents a premium of approximately:
· 28.4% to the volume weighted average price per CAIL share of 78 cents over the 1 month period prior to and including 22 April 2004; and
· 30.6% to the volume weighted average price per CAIL share of 77 cents over the 3 month period prior to and including 22 April 2004.
The bid is a result of Casinos Austrias desire to merge its operations to create a seamless organisation which is conducive to the company reaching its potential as a global casino operator, while in addition avoiding the duplicative costs and decision making which exist in its current structure.
Todays announcement follows our previous proposal to privatize CAIL in 2000 which unfortunately had to be withdrawn when hostilities in the Middle East resulted in the closure of one of our major assets, the Oasis Casino, which remains closed today.
Casinos Austrias offer will be subject to the following key conditions:
1. Required regulatory approvals and consents being obtained, including Foreign Investment Review Board and gaming authorities (if required).
2. Casinos Austria acquiring a relevant interest in such ordinary shares in CAIL as will enable Casinos Austria to proceed to compulsory acquisition of all outstanding CAIL Shares.
3. No material adverse change in the structure, business, financial or trading position or condition, assets, liabilities or future profitability of CAIL and its subsidiaries taken as a whole occurs or is announced after the date of announcement.
4. No event or circumstance in section 652C(1) and 652C(2) of the Corporations Act 2001 (Cth) occurring between the date of announcement and the date upon which the takeover offer closes (formerly referred to as prescribed occurrences).
5. No action or investigation is instituted or threatened by any statutory or regulatory body in consequence of or in connection with the takeover offer which might impose any material limitation on Casinos Austria, CAIL or any of their related bodies corporate conducting its business or continuing to own all its assets.
Casinos Austrias offer will be sent to CAIL shareholders as soon as possible. A Bidders Statement is expected to be served on CAIL and lodged with ASIC within the next few weeks.
Casinos Austria is being advised by Citigroup Global Markets Australia Pty Limited and Minter Ellison.
For further information, contact:
Casinos Austria International Holding GmbH
Mr Paul Herzfeld, Chief Executive Officer
Telephone: (+43 1) 53 44 05 00
Mr Josef Leutgeb, Chief Financial Officer
Telephone: (+43 1) 53 44 05 40
Mr. Frank McFadden, Chief Operating Officer
Telephone: (+43 1) 53 44 05 30 (Vienna, Austria)
(+61 7) 3232 3100 (Brisbane, Australia)