Tracinda Announces Tender for MGM MIRAGE.LOS ANGELES Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. -- Tracinda Tracinda Corporation is a private investment corporation owned by Kirk Kerkorian. Major investments include majority ownership of MGM Mirage. Tracinda is headquartered on Rodeo Drive in Beverly Hills. The company is named after Kerkorian's daughters, Tracy and Linda. Corporation today announced that it intends to make a cash tender offer for up to 15,000,000 shares of common stock, par value $.01 per share, of MGM MIRAGE MGM Mirage (NYSE: MGM) is a Las Vegas, Nevada-based business engaged in the development, ownership and operation of hotels and casinos throughout the world. The company began operations on May 31, 2000 after the completion of a merger of MGM Grand Inc. and Mirage Resorts, Inc. (NYSE NYSE See: New York Stock Exchange : MGM MGM in full Metro-Goldwyn-Mayer, Inc. U.S. corporation and film studio. It was formed when the film distributor Marcus Loew, who bought Metro Pictures in 1920, merged it with the Goldwyn production company in 1924 and with Louis B. Mayer Pictures in 1925. ) at a price of $55.00 per share. The offer price represents an approximately 12.2% premium over MGM MIRAGE's closing stock price of $49.00 on November 21, 2006. The tender offer will be subject to customary conditions for transactions of this type. Tracinda Corporation, of which Mr. Kirk Kerkorian Kerkor "Kirk" Kerkorian (Armenian: Քըրք Քըրքորյան) (born June 6, 1917) is an American billionaire, and president/CEO of Tracinda Corporation, his private holding is the sole shareholder, owns 158,392,864 shares of MGM MIRAGE common stock, which represents approximately 56.3% of the outstanding shares. The shares to be purchased pursuant to the offer represent approximately 5.3% of the outstanding shares of MGM MIRAGE common stock or approximately 12.2% of the shares of MGM MIRAGE common stock not beneficially owned by Tracinda and Mr. Kerkorian. Upon completion of the offer, Tracinda and Mr. Kerkorian would beneficially own in the aggregate 173,392,864 shares of MGM MIRAGE common stock, or approximately 61.7% of the outstanding common stock. A representative of Tracinda stated: "This tender offer demonstrates our confidence in MGM MIRAGE and its management and our commitment to the company's future." Once the tender offer is commenced, offering materials will be made available to MGM MIRAGE stockholders and filed with the Securities and Exchange Commission. MGM MIRAGE stockholders are urged to read the offering materials when they become available because they will contain important information. This offer has not been reviewed by the Board of Directors or management of MGM MIRAGE. The MGM MIRAGE Board of Directors is required by law to communicate its views regarding the tender offer to MGM MIRAGE stockholders within ten business days from the date the offer is commenced. MGM MIRAGE has informed Mr. Kerkorian and Tracinda that it will not make any comment concerning this tender offer until its Board of Directors has completed its review following commencement of the offer. THIS DOCUMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual OF AN OFFER TO SELL SECURITIES. TRACINDA HAS NOT YET COMMENCED THE TENDER OFFER DESCRIBED HEREIN. THE TENDER OFFER WILL BE MADE ONLY THROUGH AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT OF TRACINDA AND THE RELATED LETTER OF TRANSMITTAL WHEN SUCH DOCUMENTS ARE FILED AND BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER STATEMENT WILL BE FILED BY TRACINDA WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THIS STATEMENT (WHEN FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT: http://WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO TRACINDA. |
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