To effect the CityCenter deal, the two companies will form a50-50 joint venture, CityCenter Holdings LLC, which will own 100%of CityCenter. Targeted for completion in late 2009, the projectincludes a 4,000-room resort casino, 2,650 condominiums in multipletowers, two 400-room non-gaming hotels and 470,000 sf of retail andentertainment space. MGM will receive an extra $100 million fromDubai World if the project is completed on schedule and onbudget.

To gain its stake in MGM Mirage Inc., Dubai World will make apublic tender offer for 14.2 million shares at $84 per share, a 13%premium over yesterday's closing share price, and will acquire anadditional 14.2 million shares directly from MGM Mirage at the sameprice.

The tender offer will commence sometime next week and the directsale will be completed concurrently. The joint venture arrangementis expected to be complete by the end of the year.