The Register-Herald, Beckley, West Virginia

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October 15, 2013

MTR says it’s proceeding with Eldorado merger plan

MTR Gaming Group said Tuesday it’s evaluating a buyout offer from Jacobs Entertainment, but its board of directors remains unanimously behind plans for a merger with Nevada-based Eldorado Resorts.

Colorado-based Jacobs made an unsolicited offer to MTR earlier this month that it says is 10 percent richer for MTR shareholders than the proposed merger. But MTR said it can’t say when it might have a decision or any further comment about Jacobs’ proposal.

In U.S. Securities and Exchange Commission filings, CEO Jeffrey Jacobs said his unsolicited offer of $5.69 per share is worth $15.6 million more than Eldorado Resorts’ offer of $5.15 per share.

He also argues that MTR’s board wouldn’t be selling control of the company and could still appoint the majority of the board of directors. Jacobs owns more than 5 million shares, or 18 percent, of MTR’s stock.

MTR runs Presque Isle Downs & Casino near Erie, Pa., Mountaineer Casino and Racetrack & Resort in Chester, W.Va., and Scioto Downs Casino & Racetrack near Columbus, Ohio.

Eldorado operates the Eldorado Reno and Silver Legacy, both in Reno, Nev., and Eldorado Shreveport in Louisiana.

In May, Jacobs offered to sell his company to MTR in exchange for $144.5 million in MTR stock, saying it would help the company diversify. He withdrew that offer after the Eldorado announcement.

Jacobs Entertainment also owns the Colonial Downs thoroughbred track and 10 off-track betting facilities in Virginia; The Lodge Casino at Black Hawk and the Gilpin Hotel Casino, both in Colorado; the Gold Dust West-Reno, the Gold Dust West-Carson City and the Gold Dust West-Elko in Nevada; and 23 video poker truck stops in Louisiana.

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