IMMEDIATE RELEASE
- -----------------
ISLE OF CAPRI CASINOS, INC. SIGNS
DEFINITIVE AGREEMENT TO ACQUIRE
LADY LUCK GAMING CORPORATION
Biloxi, Mississippi, October 6, 1999. Isle of Capri Casinos, Inc.
(NASDAQ: ISLE) and Lady Luck Gaming Corporation (NASDAQ: LUCK) announced
today that they have entered into a definitive agreement under which Isle
of Capri would acquire Lady Luck in a merger transaction. Under terms of
the agreement, Lady Luck's common shareholders will receive cash in the
amount of $12.00 per share for an aggregate share consideration of
approximately $59 million and Isle of Capri will assume all of Lady Luck's
outstanding debt in the amount of approximately $177 million. The agreement
also provides for the redemption of Lady Luck's outstanding preferred stock
in the amount of approximately $22 million. Closing is expected in the
first half of 2000 pending the approval of Lady Luck's shareholders and
gaming regulators and other contingencies. Andrew Tompkins, the owner of
approximately 46% of Lady Luck's common stock, has agreed to vote for the
transaction. Lady Luck operates dockside riverboat casinos and hotels in
Coahoma and Natchez, Mississippi, and owns a 50% interest in the Lady Luck
Casino and Hotel in Bettendorf, Iowa. Lady Luck also has agreements to
acquire the Miss Marquette Casino in Marquette, Iowa for $41.7 million and
the Lady Luck Casino & Hotel in downtown Las Vegas and certain intellectual
property for $45.5 million. Isle of Capri has also agreed to make a secured
loan of $16.3 million to Lady Luck in order to assist Lady Luck in
consummating the Miss Marquette acquisition in October.
Isle of Capri also announced that it has entered into a letter of
intent to acquire the other 50% interest in Lady Luck's Bettendorf, Iowa
facility and related real estate in exchange for approximately 6.3 million
shares of Isle of Capri common stock, subject to adjustment in certain
circumstances. This interest is owned by members of the family of Bernard
Goldstein, Isle of Capri's Chairman and Chief Executive Officer. This
transaction is contingent on the completion of Isle of Capri's acquisition
of Lady Luck, the approval of Isle of Capri's shareholders and other
contingencies. The sellers have the option to receive up to $10 million of
their consideration in cash rather than Isle of Capri stock.
CIBC World Markets has fully underwritten the financing for the
transactions and is also acting as financial advisor to Isle of Capri.
Wasserstein Perella & Co. and Onyx Partners, Inc. are acting as financial
advisors to Lady Luck.
Bernard Goldstein, Chairman of the Board and Chief Executive
Officer of Isle of Capri, said "We are pleased to have reached an agreement
with Lady Luck and to have the opportunity to offer our shareholders the
benefits of this natural combination. This acquisition takes Isle of Capri
to the next level and makes the Company, on a pro forma basis, one of the
ten largest public gaming companies in the United States."
"We believe that the transaction with Isle of Capri will benefit both
our company and its stockholders," said Mr. Tompkins, Chairman and Chief
Executive Officer of Lady Luck. "The $12.00 per share purchase price
represents a significant premium to our stockholders, the bridge
financing being provided to Lady Luck by Isle of Capri will enable us to
conclude the Miss Marquette acquisition without being subject to the
uncertainties of the high-yield debt market, and in a consolidating
industry, our employees and customers will have an opportunity to be part
of a strong company with a significant position in the gaming industry."
"This transaction allows the Isle of Capri brand to expand to new
venues throughout the country in order to give a more diverse product mix
to our present and future data base customers," said Isle of Capri's
President and Chief Operating Officer, John M. Gallaway. "Lady Luck has a
talented management team and seasoned employees whom we welcome to our
ever-growing Isle family."
Isle of Capri owns and operates seven riverboat, dockside and
land-based casinos at six locations, including the Isle of Capri Casino,
Crowne Plaza Resort in Biloxi, Mississippi; the Isle of Capri Casino &
Hotel in Vicksburg, Mississippi; the Isle of Capri Casino & Hotel in
Bossier City, Louisiana; two riverboats operating as the Isle of Capri
Casino & Hotel in Lake Charles, Louisiana, the Isle of Capri Casino in
Black Hawk, Colorado (through a 57% owned subsidiary), and the Isle of
Capri Casino in Tunica, Mississippi. The Company also operates Pompano Park
Harness Racing Track in Pompano Beach, Florida and through a joint venture,
the Enchanted Capri cruise ship, that features an Isle of Capri Casino,
sailing from New Orleans, Louisiana.
This press release may be deemed to contain forward-looking statements
which are subject to change. These forward looking statements may be
significantly impacted, either positively or negatively by various factors,
including without limitation, licensing and other regulatory approvals,
financing sources, development and construction activities, costs and
delays, permits, competition and business conditions in the gaming
industry. Additional information concerning potential factors that could
affect the Isle of Capri's financial condition, results of operations and
expansion projects, is included in its filings with the Securities and
Exchange Commission, including but not limited to, Isle of Capri's Annual
Report on Form 10-K for the fiscal year ended April 25, 1999.
CONTACTS: Allan B. Solomon, Isle of Capri Casinos, Inc., Executive
Vice President, 561.995.6660.
Rex Yeisley, Isle of Capri Casinos, Inc., Chief Financial Officer,
228.436.7052.
Rory Reid, Lady Luck Gaming Corporation, Senior Vice President and
General Counsel, 800.634.6580
NOTE: Other Isle of Capri Casinos, Inc. press releases and a corporate
profile are available by fax at no charge. For a menu of available Isle of
Capri Casinos press releases, call 800.758.5804, ext. 145913 or log on to
http://www.prnewswire.com. Isle of Capri Casinos, Inc.'s home page is
http://www.theislecorp.com.
- --------------------------