EXHIBIT 99
READING ENTERTAINMENT CITADEL HOLDING CORPORATION XXXXX CORPORATION
XXXXX, READING AND CITADEL ENTER INTO CONSOLIDATION AGREEMENT IN PRINCIPLE
For Information Contact: Xxxxxxx Xxxxxxxxxxx
Chief Financial Officer
(000) 000-0000
Los Angeles, California: July 19, 2001. Xxxxx Corporation ("Xxxxx")
(NYSE: "CRG/CRGPR"), Reading Entertainment, Inc. ("Reading") (NASDAQ: "RDGE")
and Citadel Holding Corporation ("Citadel") (AMEX: "CDL.A", "CDL.B") announced
today that an Agreement in Principle has been entered into among the three
companies providing for the consolidation of the three companies under Citadel,
in a merger of equals transaction (the "Consolidation").
In the proposed Consolidation each holder of Reading Common Stock will
receive 1.25 shares of Citadel Class A Nonvoting Common Stock for each share of
Reading Common Stock. Each holder of Xxxxx Common Stock and each holder of
Xxxxx Common Preference Stock will receive 1.17 shares of Citadel Class A
Nonvoting Common Stock for each share of Xxxxx Common Stock or Xxxxx Common
Preference Stock. Holders of Citadel Class A Nonvoting Common Stock and Citadel
Class B Voting Common Stock will hold the same shares immediately after the
Consolidation as they did immediately prior to the Consolidation, since Citadel
will be the survivor in the transaction. Holders of stock options of Xxxxx and
Reading will receive either options to purchase Citadel Class A Nonvoting Common
Stock or Citadel Class B Voting Common Stock, at the option holder's election.
Xx. Xxxxx X. Xxxxxx, the Chairman and Chief Executive Officer of each of
Xxxxx, Reading and Citadel, noted that, using the average
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trading price for Citadel Class A Common Stock over the past six months
(approximately $1.92 per share), these exchange ratios translate into $2.25 per
share for the Xxxxx Common and Xxxxx Common Preference Stock and $2.40 per share
for the Reading Common Stock. The average trading price of these Xxxxx and
Reading securities over the same six month period were approximately as follows:
Xxxxx Common Stock, $2.28; Xxxxx Common Preference Stock, $1.80; and Reading
Common Stock, $2.22.
According to Xxxxxxx Xxxxxxxxxxx, the Chief Financial Officer of each of
the three companies, cost savings resulting from the consolidation are expected
to approximate $1 million annually. Also, after applying purchase accounting
treatment to the transaction, the book value per share of Citadel Common Stock
is anticipated to increase on a preliminary basis from approximately $3.87 per
share to approximately $4.70 per share.
Consummation of the Consolidation is subject to the satisfaction of certain
conditions, including the negotiation and execution of definitive documentation
and the receipt of the requisite stockholder approvals. Since Reading will be
merging with a wholly owned subsidiary of Citadel, the approval of the holders
of a majority of the voting power of Reading will be required to approve the
Consolidation. Since Xxxxx will also be merging with a wholly owned subsidiary
of Citadel, the approval of the holders of a majority of the voting power of
Xxxxx will also be required to approve the Consolidation. Under applicable
American Stock Exchange rules, the approval of the holders of a majority of the
outstanding Citadel Class B Voting Common Stock present at the meeting of the
Citadel stockholders to be called to consider the Consolidation will also be
required. It is anticipated that Citadel's Class A Nonvoting and Class B Voting
Common Stock will continue to be traded on the American Stock Exchange after the
Consolidation. Following the Consolidation, it is anticipated that approximately
20,484,988 shares of Citadel's Class A Non-voting shares will be outstanding and
1,336,330 shares of Citadel's Class B Voting shares will be outstanding.
At the present time, Xx. Xxxxx X. Xxxxxx votes a majority of the voting
power of Xxxxx. Xxxxx, in turn, holds a majority of the voting power of Reading.
Reading, Xxxxx and Citadel combined hold approximately 49% of the voting power
of Citadel. Xx. Xxxxx X. Xxxxxx has advised the Boards of Directors of each of
the three companies
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that he supports and intends to vote in favor of the Consolidation. Xx. Xxxxxx,
in the Agreement in Principle, has agreed to vote all shares that he owns or
controls in Xxxxx, Reading and Citadel in favor of the Consolidation.
Accordingly, Management believes that the requisite stockholder approvals will
be obtained.
The exchange ratio was reviewed and recommended by the Conflicts Committees
of the respective companies, each of which is comprised entirely of independent
outside directors. Each Conflicts Committee was represented by separate legal
counsel, and relied upon the analysis and recommendation of Xxxxxxxx & Xxxxxxx
Incorporated ("Xxxxxxxx & Xxxxxxx") with respect to the relative values of the
three companies, the determination of a fair exchange ratio of Citadel Class A
Nonvoting Common Stock for shares of Reading Common Stock, Xxxxx Common Stock
and Xxxxx Xxxxxx Preference Stock, and for advice as to the fairness of the
Consolidation to the public stockholders of Xxxxx, Reading and Citadel from a
financial point of view. Xxxxxxxx & Xxxxxxx has advised each of the Conflicts
Committees and each of the Boards of Directors of Xxxxx, Reading and Citadel
that, in its opinion, the proposed consolidation transaction is fair to the
public stockholders of Xxxxx, Reading and Citadel from a financial point of
view.
It is anticipated that the transaction will close in the fourth quarter of
the year, assuming that definitive documentation is negotiated and executed by
the parties, and that all conditions to closing are satisfied.
Readers are urged to read the combination proxy statement/prospectus to be
filed with the Securities and Exchange Commission in connection with the
proposed consolidation, which will contain important information regarding the
consolidation. Once filed, the combination proxy statement/prospectus may be
obtained through the SEC's web site at xxxx://xxx.xxx.xxx.
This press release contains forward-looking statements. These statements
can be identified by the use of forward-looking terminology such as
"anticipate," "expected," "preliminary" and "intend." These statements represent
the Company's judgment concerning the future and are subject to risks and
uncertainties that could cause the proposed transactions described not to occur
in the manner or in the time frame indicated in this press release. Factors
influencing the proposed transactions described in this press release, in
addition to the conditions referred to above, include, but are not limited to,
changes in the general economy, the supply of, and demand for, motion picture
exhibition and real estate assets in markets in which the Company has
investments, currency fluctuations, the availability of financing and
governmental policies and regulations, the negotiation and execution of
definitive merger documents, as well as delays in obtaining approvals from
stockholders, governmental authorities and other third parties.
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