AGREEMENT AND PLAN OF MERGER dated as of June 15, 2004 among MGM MIRAGE, MANDALAY RESORT GROUP AND MGM MIRAGE ACQUISITION CO. #61, A WHOLLY OWNED SUBSIDIARY OF MGM MIRAGEAgreement and Plan of Merger • June 21st, 2004 • Circus & Eldorado Joint Venture • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 15, 2004 by and among MGM MIRAGE, a Delaware corporation (“Parent”), having an address of 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, MANDALAY RESORT GROUP, a Nevada corporation (the “Company”), having an address of 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119, and MGM MIRAGE ACQUISITION CO. #61, a Nevada corporation (“Merger Subsidiary”), having an address of 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Parent, the Company and, Merger Subsidiary are referred to collectively herein as the “Parties.”
ContractCircus & Eldorado Joint Venture • June 21st, 2004 • Hotels & motels
LAS VEGAS, JUNE 16, 2004 – MGM MIRAGE (NYSE: MGG) and Mandalay Resort Group (NYSE: MBG) today jointly announced that they have entered into a definitive merger agreement under which MGM MIRAGE will acquire Mandalay for $71.00 per share in cash, a premium of approximately 30% to Mandalay’s closing share price on the day before MGM MIRAGE made its initial offer. The total value of the acquisition is approximately $7.9 billion, including equity value of approximately $4.8 billion, $600 million of convertible debentures and the assumption of approximately $2.5 billion in outstanding Mandalay debt.
