Greektown Superholdings, Inc. Announces Receipt of Proposal for
Acquisition of its Capital Stock
DETROIT, Jan. 16, 2013 /PRNewswire/ -- Greektown
Superholdings, Inc. ("Greektown" or the "Company") announced that
it has received a letter today from Athens Acquisition LLC
("Athens"), an entity owned by
Daniel Gilbert. The text of the
letter is set forth below. In the letter, Athens states that it "acquired a small
position" in Greektown in mid 2012 and that it "entered into an
agreement to purchase a large block of the Company's shares on
December 20, 2012."
Athens has further stated that
"upon the closing of this transaction, Athens Acquisition is
expected to have majority voting control of the
Company." Finally, Athens proposes to acquire the remaining
capital stock of Greektown for $81
per share. The Board of Directors of the Company intends to
fully review and investigate the proposal and to explore all
strategic alternatives available to the Company.
The Company further announced that the January 24, 2013 distribution/payment date of the
rights under the Company's previously announced Shareholder Rights
plan will be delayed pending approval of the Michigan Gaming
Control Board. The Company had previously
announced that it requested guidance from the staff of the Michigan
Gaming Control Board as to whether the Gaming Board's approval is
required for the distribution of the rights and that, if such
approval was determined to be required, the distribution/payment
date could be delayed. There is no change at this time to the
previously announced record date of January
15, 2013 for distribution of the rights. There can be no
assurance that the approval of the Michigan Gaming Control Board
will be obtained.
The text of the letter from Athens appears below.
I am writing on behalf of Athens Acquisition LLC ("Athens
Acquisition") to advise you of our intentions with regard to
Greektown Superholdings, Inc. (the "Company").
Athens Acquisition is an entity formed specifically to acquire
an interest in the Company and is owned by Daniel Gilbert. Mr. Gilbert is the Chairman and
Founder of Rock Ventures, which includes Quicken Loans Inc., the
NBA's Cleveland Cavaliers and Rock Gaming in addition to several
other business interests.
The Greektown Casino-Hotel represents a unique intersection of
our investment activity in casino gaming and Detroit real estate. Rock Gaming's primary
focus is to develop urban casinos that are integrated into city
centers to complement and enhance regional tourism. We entered the
gaming industry in 2009 by successfully leading an effort to bring
full-service casinos to the State of
Ohio. With joint venture partner, Caesars Entertainment, we
have developed urban casino properties in Cleveland, Ohio (opened May 2012) and Cincinnati, Ohio (scheduled to open in
March 2013). This joint venture is
also developing a racino at Thistledown Racetrack outside
Cleveland, and owns Turfway Park
in Florence, Kentucky, near
Cincinnati. In addition, we are
developing an urban casino in Baltimore,
Maryland (opening expected in 2014) with Caesars
Entertainment.
We are also prominent advocates for downtown Detroit. Over the past three years we have
acquired nearly 3 million square feet of commercial real estate,
have committed hundreds of millions of dollars to redevelopment and
moved more than 7,000 team members into Downtown Detroit.
Athens Acquisition acquired a small position in the Company in
mid-2012. More recently, Athens Acquisition entered into an
agreement to purchase a large block of the Company's shares on
December 20, 2012. Upon closing of
this transaction, Athens Acquisition is expected to have majority
voting control of the Company. Licensing materials for Mr. Gilbert
and I have been submitted to the Michigan Gaming Control
Board in conjunction with this acquisition. For clarity, Caesars
Entertainment is not involved in this transaction.
Athens Acquisition is willing to acquire the capital stock held
by all remaining Company shareholders for a purchase price of
$81.00 per share. We believe this
proposal provides significant value for the Company's shareholders
in light of recent similar transactions and comparable publicly
trading companies and also represents a significant premium over
recently reported trades in the Company's shares.
We recognize that minority shareholder protection is an
appropriate Board concern. Accordingly, shareholders who decline
our proposal would be entitled to participate in any sale of the
Company on terms that are no less favorable than those received by
Athens Acquisition. Declining shareholders would also be entitled
to the fair market value of their shares in the event that Athens
Acquisition obtains ownership of the entire Company through a
merger.
In exchange, we respectfully request that the Board cause the
Company to terminate the Rights Agreement that it entered into on
December 30, 2012 (the "Rights
Agreement"). Although Athens Acquisition's most recent agreement
pre-dates the Rights Agreement, and Athens Acquisition is therefore
deemed under the Rights Agreement to be the current beneficial
owner of shares representing majority voting power, we feel that
cooperation between Athens Acquisition and the Board is the best
path toward a solution that benefits all stakeholders.
This letter, of course, does not set forth all of the terms and
provisions of a transaction. The precise terms of any transaction
contemplated herein remain subject to further discussion, and
nothing herein should be construed as a binding offer or as
imposing any binding obligation on the Company or Athens
Acquisition. Please also note that this letter should not be deemed
to prejudice whatever rights we may have at law or in equity with
respect to the Company (including our rights as a shareholder of
the Company).
Athens Acquisition is prepared to expend significant resources
to enhance this asset that we recognize is of great importance to
the community and local economy. In light of our team's reputation
as business operators, investors and advocates for downtown
Detroit and our track record in
urban casino development, we feel strongly that Athens Acquisition
is the right purchaser for the Greektown Casino-Hotel.
About Greektown Superholdings, Inc.
Greektown Superholdings, Inc. operates, through its
subsidiaries, the Greektown Casino-Hotel. Located in the heart of
Detroit's Greektown Dining and
Entertainment District, Greektown Casino-Hotel opened on
November 10, 2000. Greektown
Casino-Hotel offers such amenities as Asteria, The Fringe, Shotz
Sports Bar & Grill, Bistro 555, Brizola and a VIP lounge for
players. Greektown Casino-Hotel opened its 400-room hotel tower in
February 2009 and became the first
Michigan casino to debut a
smartphone application. For more information, visit
greektowncasinohotel.com.
SOURCE Greektown Superholdings, Inc.