Based on the preliminary count, subject to final verificationand conditional tenders, 101.9 million shares of MGM Mirage commonstock were tendered, including 19.2 million shares that weretendered through Notices of Guaranteed Delivery. Once the resultsare verified, the depositary will issue payment for the sharesvalidly tendered and accepted under the joint tender offer and willreturn all other shares tendered. The per-share purchase price is$80, which equates to a total purchase price of $1.2 billion.

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InJanuary, the duo increased their joint Dutch tender offerto 15 million shares from 10 million shares and set the price at$80, which was the top end of the range announced one week earlier.The price is 20% higher than MGM Mirage's closing share price onTuesday, Jan. 15, and 12% higher than yesterday's closing price of$70.37. Shares were down to $66.72 in noontime trading Friday.

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As of Jan. 15, the 15-million-share acquisition goal representedapproximately 5.1% of total shares and 12.5% of the free float,which is the number of unrestricted shares not held by large ownerslike Kirk Kerkorian (Tracinda Corp.), who as of early Januarycontrolled 52.4% (153.8 million) of MGM's outstanding shares.Kerkorianin December sold Dubai World five million shares of MGMstock via his charity, the Lincy Foundation, but has said he willnot tender any shares as part of this upcoming offering.

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When the 15-million-share transaction is complete, MGM'soutstanding share count will fall from approximately 293.7 millionto approximately 285.2 million, lifting Dubai World's ownershipfrom approximately 6.7% to approximately 9.8%.

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JP Morgan gaming analyst Harry Curtis, in a note to clients theday the original tender offer was announced said investors with alonger-term view "who agree with us that MGM's longer-term valuecould be in the $110 to $170 range, will likely see this asaffirmation of MGM's longer-term value and choose not to tenderstock. However, we believe those who are more concerned aboutshort-term trends, the economy, consumer outlook and operatingtrends through 2008 may want to take the opportunity to tenderstock."

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Under its original agreement with MGM Mirage, Dubai World was toacquire a 50% stake in MGM Mirage's multibillion-dollar Citycenterdevelopment on the Las Vegas Strip and at least 28.4 million commonshares (9.5%) of the company, half directly from MGM Mirage andhalf from shareholders via a tender offer. While its investment inCitycenter and its direct share purchase went off without a hitchthe tenderoffer failed, attracting only 350,000 shares because MGM'sshare price jumped several dollars above the $84-per-share tenderoffer, leaving Dubai World well short of its minimum goal and outof sight of its maximum goal of a 20% stake. If this latest tenderoffer is successful, Dubai World will own approximately 28 millionshares.

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MGM Mirage, the largest landowner on the Las Vegas Strip, ownsand operates 17 properties located in Nevada, Mississippi andMichigan. Its $7.4-billion Citycenter development, scheduled toopen in November 2009, includes a 4,000-room resort casino, 2,650condominiums in multiple towers, two 400-room non-gaming hotels and470,000 sf of retail and entertainment space. In addition, thecompany has major new developments under construction in Nevada,Michigan and Macau S.A.R., and is planning another massiveintegrated resort at Sahara Avenue and the Las Vegas Strip withKerzner.

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Dubai World is a major investment holding company with aportfolio of businesses that includes DP World, Jafza, Nakheel,Dubai Drydocks, Maritime City, Istithmar, Kerzner, One & Only,Atlantis, Barney's, Island Global Yachting and Tamweel. Its realestate projects include Nakheel's Palm and World developments aswell as real estate investments in the US, the UK and South Africa.The conglomerate has developed 80,000 luxury residential villas andapartments and approximately three million sf of retail space.

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