UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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RIVIERA HOLDINGS CORPORATION
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(Name of Registrant as Specified in Its Charter)
Flag Luxury Riv, LLC; RH1, LLC; Rivacq LLC; Paul Kanavos; Robert Sillerman;
Mitchell J. Nelson; Brett Torino; Barry Sternlicht; Matthew Eby;
Michael D. Rumbolz; Larry duBoef; W. Dan Reichartz;
Thalia M. Dondero; Daniel W. Yih
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The following press release was issued by Riv Acquisition Holdings, Inc. on
May 8, 2007:
NEWS
FROM: Riv Acquisition Holdings, Inc.
3753 Howard Hughes Parkway, Suite 101
Las Vegas, Nevada 89109
CONTACT: Rubenstein Associates, Inc.
Rick Matthews (212) 843-8267 or rmatthews@rubenstein.com
Faiss Foley Warren
Helen Foley (702) 933-7777
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INVESTOR GROUP REACTS TO LETTER FROM RIVIERA HOLDINGS BOARD
Group Objects to Inaccurate Statements Made to Shareholders
LAS VEGAS, NEV, May 8, 2007 - Riviera Holdings (AMEX:RIV) stockholders
affiliated with Riv Acquisition ("Riv Acquisition") said today they intend to
continue advocating for the election of an objective and independent Board of
Directors at the gaming company's Annual Meeting scheduled for May 15, 2007. The
announcement came today after the current Riviera Holdings Board of Directors
released a letter to shareholders containing statements that the group views as
inaccurate.
In its letter, the Riviera Board questioned the independence of the alternate
slate nominees, stated that the nominees would force a sale to Riv Acquisition,
and made certain statements about the investor group's current and past offers
for the company that need to be corrected.
The latest developments came after the Company said on Friday during its
quarterly earnings call that it would start over with a process to "explore
alternatives" including the possible sale of the Company. During the call, the
Company refused to answer stockholder questions about Riv Acquisition's offer.
On behalf of the group, investor Paul Kanavos said, "We are very upset at the
way the current Riviera Board has questioned the professional integrity of the
individuals who have agreed to stand for election. These are individuals who are
well known in the hotel and gaming industries as people of impeccable character.
The Company stated that the independent board nominees will approve a
below-market sale. In fact, they are completely independent with no vested
interests in the ultimate outcome of Riviera's ownership situation."
Among other inaccuracies, Mr. Kanavos cited the Board's statement that Riv
Acquisition refuses to engage in constructive negotiations. The truth is that on
March 28 the group sent a letter to the Board offering to enter into a merger
agreement. The Board responded that it was not in a position to consider the
proposal based on certain provisions of Riviera's charter and Nevada corporate
law. Riv Acquisition completely disagrees with the Board's stated reasons for
not considering the proposal and has filed a lawsuit challenging those reasons.
Also, the Board characterized the proposal as "highly conditional." In fact, Riv
Acquisition offered to enter into a merger agreement under substantially the
same terms as the merger agreement previously entered into with the Company,
with no additional conditions. That previous merger agreement contained no
unusual conditions.
The Board also stated that Riv Acquisition is trying to enter into a "coercive
transaction" to buy the company that will effectively preclude higher and better
offers. Contrary to the Board's statement, the investor group has indicated to
Riviera that it would agree to a "go shop" provision in a merger agreement that
would allow the Board to seek better offers for a specified time period. This
provision would force any other credible bidders to come forward.
In its statement, the Riviera Board said that it had solicited bids from over
100 parties. The fact is that the Company announced on November 8, 2005 that it
had concluded its strategic process. Riv Acquisition remains the only credible
bidder that has ever emerged.
Mr. Kanavos concluded, "We are very concerned, based on the response to our
proposal, that the Board may not pursue all avenues to obtain the maximum value
for shareholders. Accordingly we believe it would be in the best interests of
all shareholders to elect a new objective and independent Board."
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IMPORTANT
If your shares are held in your own name, please sign, date and return the
BLUE proxy card today. If your shares are held in "Street-Name," only your
broker or bank can vote your shares and only upon your specific instructions.
Please return the BLUE proxy card to your broker or bank and contact the
person responsible for your account to ensure that a BLUE proxy is voted on
your behalf.
Do not sign any White proxy card you may receive from the Company.
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