Can't believe they sold us out for $3.50 a share!!!
Casino Journal Publishing Group, Inc. (OTC Bulletin Board: CJPG - news) today announced the signing of a letter of intent to be acquired by BG Media Investors L.P. of New York. According to the terms of the letter of intent, BG Media proposes to acquire 51% of Casino Journal Publishing Group, Inc. for $9.820 million consisting of $7.795 million in cash at closing and up to $2.025 million in the form of two series of contingent notes which will be issued to management shareholders and certain restricted shareholders of the Company.
The letter of intent provides that upon approval of the Board of Directors of Casino Journal Publishing Group, Inc. and the signing of a Definitive Agreement, BG Media Investors L.P. will commence a tender offer to the public shareholders of the Company. Per the letter of intent, the public shareholders will receive a total of approximately $4,320,000. The letter of intent states that the public shareholders, on a fully diluted basis including all outstanding non-insider options, will receive no less than $3.50 per share, a premium of approximately 48% over the closing price of Casino Journal Publishing Group, Inc. common stock as of the close of trading on Friday, April 16, 1999 and the Company's common stock 52 week high bid price. The final per share price will be determined before the commencement of the tender offer.
In order to obtain 51% ownership, BG Media Investors L.P. will purchase the remaining shares needed from certain restricted shareholders (private placement shareholders) and current management. BG Media Investors L.P. will purchase these remaining shares for $3,475,000 and issue contingent notes worth up to $2.025 million which shall be convertible into cash to the management and restricted shareholders upon Casino Journal Publishing Group, Inc. attaining certain financial performance benchmarks in fiscal 1999. It is anticipated that upon completion of this transaction, BG Media Investors L.P. will own 51% of the Company while current management will own 49%.
Completion of the transaction is subject to conditions such as: completion of due diligence by BG Media Investors L.P. or its assignees; approval of the board of directors of Casino Journal Publishing Group, Inc.; completion of a definitive agreement; successful completion of the tender offer to privatize the Company; and other regulatory approvals.
BG Media Investors L.P. is a $145 million private equity buyout fund targeting investments in small and medium-sized media companies. The Fund's principals include John D. Backe, former CEO and President of CBS, Inc., J. William Grimes, former CEO of ESPN, Univision Holdings and Multimedia, Inc., Ted Carroll and Earl Macomber who have been responsible for the financing and execution of Mr. Backe's private investment transactions over the past 14 years.
Commenting on the announcement, Casino Journal Publishing Group, Inc. Chairman and CEO Glenn Fine said, ''After months of negotiating with various parties, the Company felt that a transaction with BG Media Investors L.P. was the best one for our shareholders, employees and management and would be the best one to fulfill our vision for the future of Casino Journal Publishing Group, Inc. Our goal is to continue the more than 25% year over year internal growth the Company has been obtaining while exploring growth via acquisition. BG Media Investors shares this growth vision. With the experience of BG Media's principals and the capital they can provide to complete our mutual growth vision, we feel that this is one of the best ways to stimulate the progress of our business plan.''
Casino Journal Publishing Group, Inc. publishes Casino Player, the leading consumer magazine for the gaming industry with total circulation of over 400,000 a month; Strictly Slots, the newest consumer magazine for slot players and the gaming industry; Casino Journal, the leading trade magazine for the gaming industry; Casino Ops, a trade magazine for the middle level gaming executive; Nevada Hospitality, the official magazine of the Nevada Hotel/Motel & Restaurant Association; The National Gaming Summary, The Gaming Industry Weekly Report, The Gaming Industry Daily Report, The Daily Lodging Report and The Atlantic City Insider newsletters. The Company also produces the American Gaming, Lodging and Leisure Summit in conjunction with Bear Stearns & Co. and the law firm of Lionel Sawyer and Collins; The Southern Gaming Summit with the Mississippi Casino Operators Association; The Atlantic City Chamber of Commerce Business Expo and UNLV's Casino Ops trade shows. |
