Esplanade Capital Raises Offer For Archon Corporation to $19.25 per Share
2014年1月17日 - 12:00AM
ビジネスワイヤ(英語)
Cites Impending Positive Developments
Including the Sale of Its Maryland Property and the Proposed
Project on Its Las Vegas Property
Esplanade Capital LLC, the second largest outside shareholder
(based on Bloomberg data) of Archon Corporation (OTC: ARHN), has
raised its offer to acquire all outstanding shares of Archon
Corporation to a price of $19.25 per share in a negotiated
transaction, subject to confirmatory due diligence. Esplanade
Capital has delivered a letter to Archon's board of directors, the
full text of which follows:
For Delivery on January 16, 2014
Archon CorporationBoard of DirectorsAttention: Suzanne Lowden,
Secretary2200 Casino DriveLaughlin, NV 89029
Dear Members of the Board of Directors:
In March 2013, Esplanade Capital LLC (“Esplanade” or “we”) made
an offer to acquire Archon Corporation (the “Company”) at $17.50
per share subject to confirmatory due diligence, which represented
a blockbuster 61.6% premium based on historical trading prices. In
June 2013, we raised our offer to $18.50 per share, subject to
confirmatory due diligence. Despite our repeated attempts to reach
out to the Company, the Board of Directors (the “Board”) has
refused to meet with us. Notwithstanding your stonewalling, we
remain extremely committed to pursuing a negotiated transaction to
acquire all of the outstanding shares of the Company.
In light of some recent developments, we are now raising our offer to $19.25 per
share, subject to confirmatory due diligence. While
there are many factors driving our increased offer, the two primary
developments are:
- The rapidly approaching sale of the
Gaithersburg Maryland property for $76.3 million expected to close
no later than April 30, 2014.
- The recent news of the proposed “All
Net Arena and Resort” on what we believe to be the Archon land on
the Las Vegas Strip. While this ambitious project proposed by
former UNLV and NBA player Mr. Jackie Robinson has received
substantial attention in the media, the Company has not disclosed
what, if any, terms have been struck with Mr. Robinson and this
venture.
We believe our premium offer is in the best interests of all
shareholders and the most direct path to maximize value for all
shareholders.
As we have stated previously, we have the resources and
experience to close this acquisition. Esplanade has been investing
for over 14 years. To assist us in this transaction, we expect to
be working with a longtime outside relationship who has built an
impeccable track record of several billion dollars worth of real
estate acquisitions, restructurings, and recapitalizations over the
past three decades. With the Company’s cooperation, we are highly
confident in our ability to finance this transaction based on
discussions with our network of equity and debt financiers. We are
prepared to immediately commence negotiations on an acquisition
agreement.
We continue to view the Company’s stock as undervalued.
Unfortunately, we have no confidence that the situation will
improve under the existing Board and management. We believe that
the Company seems to be run as the personal fiefdom of Mr. Paul
Lowden and not for the benefit of all shareholders given the series
of related party transactions between the Company and the Lowden
family, the Company “going dark” in 2011, and the galling lack of
responsiveness to our requests as a concerned shareholder. We
remind the Board that it has fiduciary duties to all shareholders
and not just to Paul Lowden and his family.
While we would prefer to negotiate an acquisition privately, the
Company’s response so far indicates that the Board prefers to do
otherwise. Accordingly, we are concurrently releasing this letter
to the public in perhaps the vain hope that we will finally receive
a serious response to our offer.
We urge the Board to cease its stonewalling and embrace its
fiduciary duties by immediately commencing negotiations with us or
publicly committing to a sales process with a level playing
field.
Very truly yours,
Shawn W. Kravetz
President
ABOUT ESPLANADE CAPITAL LLC:
Esplanade Capital is a Boston based investment management
company founded in 1999 to manage capital for a small number of
like-minded families, private investors, and institutions
Esplanade Capital LLCShawn Kravetz,
617-502-9930Presidentshawn@esplanadecapital.com
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