Rick's Cabaret International, Inc. and VCG Holding Corp. Extend Letter of Intent to Merge to March 31, 2010
March 11 2010 - 9:00AM
Business Wire
Rick's Cabaret International, Inc. (NASDAQ: RICK) and
VCG Holding Corp. (NASDAQ: VCGH) have extended from March
12, 2010 until March 31, 2010 the Letter of Intent for a merger
under which Rick’s Cabaret would acquire the outstanding shares of
VCG Holding to form the largest publicly traded operator of upscale
gentlemen's clubs in North America.
In a joint announcement, Eric Langan, President and CEO
of Rick’s Cabaret and Troy Lowrie, Chairman and Chief
Executive Officer of VCG Holding said they are committed to work
toward execution of definitive documents as expeditiously as
possible.
Additional Information and Where to Find It
In connection with the proposed merger, Rick's Cabaret
International, Inc. ("Ricks") and VCG Holding Corp. ("VCG Holding")
intend to file documents relating to the transaction with the SEC,
including a registration statement containing a joint proxy
statement/prospectus on Form S-4 to be filed by Rick's.
Investors are urged to read the joint proxy statement/prospectus
regarding the proposed merger, if and when it becomes available,
because it will contain important information. When it becomes
available, shareholders and other investors will be able to obtain
a free copy of the joint proxy statement/prospectus, and are able
to obtain free copies of other filings and furnished materials
containing information about Rick's and VCG Holding at the SEC's
internet website at www.sec.gov. Copies of the joint proxy
statement/prospectus, when it becomes available, and any SEC
filings incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Rick's Cabaret International, Inc., 10959
Cutten Road, Houston, Texas, 77066, telephone (281) 397-6730,
Attention: Phil Marshall, or to VCG Holding Corp., 390 Union
Boulevard, Suite 540, Lakewood, Colorado 80228, telephone (303)
934-2424, Attention: Courtney Cowgill.
Interests of Participants in the Solicitation of
Proxies
Each of the Rick's and VCG Holding and their respective
directors and executive officers may be deemed to be "participants"
in the solicitation of proxies in respect of the proposed
transaction under SEC rules. Information regarding Rick's directors
and executive officers is available in its definitive proxy
statement on Schedule 14A filed with the SEC on July 7, 2009 and in
its annual report on Form 10-K filed with the SEC on December 17,
2009 and information regarding VCG Holding's directors and
executive officers is available in its definitive proxy statement
on Schedule 14A filed with the SEC on April 30, 2009. Copies of
these documents can be obtained, without charge, at the SEC's
internet website at www.sec.gov or by directing a request to the
Rick's or VCG Holding, as applicable, at the addresses above. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials to be filed
with the SEC when they become available.
Forward Looking Statements
Certain statements contained in this press release regarding
Rick's and VCG Holding's future operating results or performance or
business plans or prospects and any other statements not
constituting historical fact are "forward-looking statements"
subject to the safe harbor created by the Private Securities
Litigation reform Act of 1995. Where possible, the words "believe,"
"expect," "anticipate," "intent," "would," "will," "planned,"
"estimated," "potential," "goal," "outlook," and similar
expressions, as they relate to either company or their management
have been used to identify such forward-looking statements. All
forward-looking statements reflect only current beliefs and
assumptions with respect to future business plans, prospects,
decisions and results, and are based on information currently
available to the companies. Accordingly, the statements are subject
to significant risks, uncertainties and contingencies, which could
cause the companies' actual operating results, performance or
business plans or prospects to differ materially from those
expressed in, or implied by, these statements. Such risks,
uncertainties and contingencies include, but are not limited to,
statements about the benefits of the merger, including future
financial and operating results, the companies' plans, objectives
and expectations and other intentions and other statements that are
not historical facts. The following factors, among others, could
cause actual results to differ from those set forth in the
forward-looking statements: (1) the risk of the failure of the
companies' shareholders to approve the merger; (2) the risk that
the businesses would not be integrated successfully; (3) the risk
that the cost savings and any revenue synergies from the merger may
not be fully realized or may take longer to realize than expected;
(4) the risk that Rick's applicable average trailing twenty day
average stock price per share may not equal or exceed $8.00
pursuant to the formula in the merger agreement; (5) the applicable
disruption from the merger may make it more difficult to maintain
relationships with customers, employees ore suppliers; and general
economic conditions and uncertainties or consumer sentiment in the
companies' markets. Additional factors that could cause the
companies' results to differ materially from those described in the
forward-looking statements are described in Rick's annual report on
Form 10-K filed with the SEC December, 17, 2009 and VCG Holding's
annual report on Form 10-K, as amended, filed with the SEC June 10,
2009, and Rick's and VCG Holding's other periodic and current
reports filed with the SEC from time to time and available on the
SEC's internet website at www.sec.gov. Unless required by law,
neither Rick's nor VCG Holding undertakes any obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.
About Rick's Cabaret:
Rick's Cabaret International, Inc. (NASDAQ: RICK) is home to
upscale adult nightclubs serving primarily businessmen and
professionals that offer live entertainment, dining and bar
operations. Nightclubs in New York City, Miami, Philadelphia, New
Orleans, Charlotte, Dallas, Houston, Minneapolis and other cities
operate under the names "Rick's Cabaret," "XTC," "Club Onyx" and
"Tootsie's Cabaret". Sexual contact is not permitted at these
locations. Rick's Cabaret also operates a media division, ED
Publications, and owns the adult internet membership website
www.couplestouch.com as well as a network of online adult auction
sites under the flagship URL naughtybids.com. Rick's Cabaret common
stock is traded on NASDAQ under the symbol RICK. For further
information contact ir@ricks.com.
About VCG Holding Corp.:
VCG Holding Corp. is an owner, operator, and consolidator of
adult nightclubs throughout the United States. The Company
currently owns 20 adult nightclubs located in Anaheim,
Indianapolis, St. Louis, Denver, Colorado Springs, Ft. Worth,
Dallas, Raleigh, Minneapolis, Louisville, Miami, and Portland, ME.
For further information visit www.vcgh.com.
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