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EXCALIBUR HOLDING CORP. OFFERS LAS VEGAS ENTERTAINMENT NETWORK SHAREHOLDERS $12.00 PER SHARE IN BUY-OUT OFFER; BUSINESSES PLAN TO MERGE

 LOS ANGELES, Aug. 17 /PRNewswire/ -- Las Vegas Entertainment Network Inc. (NASDAQ: LVEN), headquartered in Century City, Calif., and Excalibur Holding Corp. (NASDAQ: EXHC), operating from Irvine, Calif., announced today that the board of directors of Excalibur Holding Corp. has agreed to acquire by merger all of the outstanding stock of LVEN at a price of $12.00 per share to be paid for with newly created interest bearing Excalibur Holding Preferred Stock. The Preferred Stock will bear interest at a rate of 8.25 percent and will be exchangeable by Excalibur Holding into Excalibur Holding Common Stock.
 A subsidiary of Excalibur Holding, Mountaineer Park Inc., operates "Mountaineer Racetrack and Resort," a 606-acre entertainment complex an hour's drive from Pittsburgh, in Chester, W.Va. Currently producing annual revenues in excess of $50 million, the facility expects to be profitable during the next 12 months. Mountaineer Racetrack and Resort offers year-round track and turf thoroughbred racing, live simulcasting of racing from out-of-state tracks, and has enclosed seating for more than 5,000 spectators.
 Through Mountaineer Park's wholly owned subsidiary, Mountaineer Magic Inc., Mountaineer Racetrack and Resort offers an electronic lottery computer system played on video lottery terminals pursuant to a contract with the West Virginia Lottery Commission. The 165 video lottery machines in operation throughout the facility have been producing average gross revenues of $1.2 million a month. The facility's 4,500-foot frontage on the Ohio River makes it ideally situated to expand into riverboat gaming should riverboat gaming come to West Virginia, as it has in a number of other states.
 Las Vegas Entertainment Network Inc. recently entered into a letter of intent for a "firm underwriting" with a leading Wall Street underwriter to participate in $85 million of financing to support its planned acquisitions and operations. LVEN also has signed preliminary purchase agreements, subject to final approvals, to acquire two significant gaming and resort properties in Las Vegas -- the Maxim Hotel and Casino, and the 22-acre El Rancho Hotel/Casino property fronting on the famed Las Vegas "strip." The company has also acquired a land lease for a 500-acre dockside riverboat gaming site which could accommodate multiple riverboats near Tunica, Miss., where the successful "Splash" is currently operating and is developing in joint venture with Excalibur Holding another dockside casino in the immediate area.
 Upon consummation of the proposed transaction, the members of LVEN's board of directors will be asked to reconstitute current Excalibur Holding board and assume positions as operating heads of the newly combined LVEN/Excalibur Holding entity subject to approval by the West Virginia Lottery and Racing Commissions.
 Consummation of the transaction is subject to the approval of the West Virginia Racing and Lottery Commissions as well as customary terms and conditions, including final due diligence board and stockholder approval.
 Excalibur Holding's shareholders recently voted to change the company's name from Excalibur Holding Corp. to Winners Entertainment Inc. This new name, or another new name for the combined companies, will be phased in over the next couple of months. Excalibur Holding Corp. is not affiliated with the Excalibur Hotel and Casino in Las Vegas.
 -0- 8/17/93 R
 /CONTACT: Jay Goldberg, investment relations, of Las Vegas Entertainment Network, 800-544-6640; or Lee Solters or Ian Dove of Lee Solters Co., 213-651-9300/
 (LVEN EXHC)


CO: Las Vegas Entertainment Network Inc.; Excalibur Holding Corp. ST: California, Nevada IN: CNO SU: TNM

LS-LM -- LA012 -- 3483 08/17/93 11:00 EDT
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Publication:PR Newswire
Date:Aug 17, 1993
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