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. ("Rick's") 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 or 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 www.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.
The VCG Holding Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5105
CONTACT: Rick's Cabaret International, Inc.
Allan Priaulx
212-338-0050
allan@ricks.com
VCG Holding Corp.
Courtney Cowgill
303-934-2424
ccowgill@vcgh.com
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