VCG Holding Corp. Signs Merger Agreement With Chairman & CEO and President & COO, and Entities Owned and Controlled by Them
November 10 2010 - 7:00AM
VCG Holding Corp. (Nasdaq:VCGH)
("VCG" or
"the Company") today announced that on November 9, 2010 it
entered into a definitive Agreement and Plan of Merger (the
"
Merger Agreement") with the Company's Chairman of
the Board and Chief Executive Officer, Troy Lowrie, Family Dog,
LLC, FD Acquisition Co., and the Company's President and Chief
Operating Officer, Micheal Ocello, to acquire all of the
outstanding common stock of the Company held by public shareholders
for $2.25 per share in cash in a going-private merger transaction
where FD Acquisition Co. would merge with and into the Company,
with the Company surviving the merger. Family Dog, LLC and its
wholly-owned subsidiary FD Acquisition Co. are currently owned and
controlled by Mr. Lowrie.
Completion of the merger is subject to certain closing
conditions, including approval by a majority of the Company's
disinterested shareholders. Completion of the merger is not subject
to financing or due diligence conditions. The transaction is
expected to close in the first quarter of 2011. Upon the closing of
the merger, VCG will no longer be a public reporting or trading
company. It is expected that certain members of VCG's management
will participate in the ownership of the Company following the
closing of the merger.
The per share merger consideration represents a 42.4% premium
over the closing sale price of VCG's common stock on July 20, 2010
when the Company received the non-binding proposal for the merger
transaction from Family Dog, LLC.
The Company's Board of Directors (with Mr. Lowrie abstaining
from voting) unanimously approved the merger and the Merger
Agreement following the unanimous recommendation of a special
committee comprised entirely of independent members of the
Company's Board of Directors (the "Special
Committee"). North Point Advisors LLC served as
independent financial advisor to the Special Committee in
connection with the merger and rendered a fairness opinion to the
Special Committee and the Board.
Additional information concerning the merger and the definitive
Merger Agreement will be available in a Current Report on Form 8-K,
which VCG will file with the Securities and Exchange Commission on
or before November 12, 2010.
About VCG Holding Corp.
VCG Holding Corp. is an owner, operator, and consolidator of
adult nightclubs throughout the United States. The Company
currently owns 19 adult nightclubs located in Anaheim,
Indianapolis, St. Louis, Denver, Colorado Springs, Dallas, Raleigh,
Minneapolis, Louisville, Miami, and Portland, ME.
The VCG Holding Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5105
Additional Information and Where to Find It
In connection with the proposed merger transaction, a proxy
statement of the Company and other materials will be filed with the
SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSED TRANSACTION. Investors will be able to
obtain free copies of the Proxy Statement (when available) as well
as other documents filed with the SEC containing information about
the Company at http://www.sec.gov, the SEC's free internet site.
Free copies of the Company's SEC filings are also available on the
Company's internet website at http://www.vcgh.com. Furthermore,
investors may obtain free copies of the Company's SEC filings by
directing such request to VCG Holding Corp., Attn: Corporate
Secretary, 390 Union Blvd, Suite 540, Lakewood, CO 80228 or by
requesting the same via telephone at (303) 934-2424.
Participants in the Solicitation of Proxies
The Company and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from the Company' shareholders with respect to the proposed
merger transaction. Information regarding the officers and
directors of the Company is included in its Annual Report on Form
10-K for the year ended December 31, 2009 filed with the SEC on
March 15, 2010. MORE DETAILED INFORMATION REGARDING THE IDENTITY OF
POTENTIAL PARTICIPANTS, AND THEIR DIRECT OR INDIRECT INTERESTS, BY
SECURITIES HOLDINGS OR OTHERWISE, WILL BE SET FORTH IN THE PROXY
STATEMENT AND OTHER MATERIALS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER TRANSACTION.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
Certain statements in this press release are forward-looking
statements within the meaning of the Securities Litigation Reform
Act of 1995, as amended. All statements, other than statements of
historical fact, included in this press release that address
activities, events or developments that we believe or anticipate
will or may occur in the future are forward-looking statements.
Such statements are based on current expectations, estimates and
projections about the Company's business based, in part, on
assumptions made by management. These statements are not guarantees
of future performance and involve risks and uncertainties that are
difficult to predict, including, without limitation, whether the
parties to the Merger Agreement will successfully consummate the
merger. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such
forward-looking statements due to numerous risks, uncertainties and
factors identified from time to time in the Company's reports with
the SEC, including our Annual Report on Form 10-K for the year
ended December 31, 2009. All forward-looking statements
attributable to us or any persons acting on our behalf are
expressly qualified in their entirety by these risks, uncertainties
and factors. All guidance and forward-looking statements in this
press release are made as of the date hereof and we do not
undertake any obligation to update any forecast or forward-looking
statements, except as may be required by law.
CONTACT: VCG Holding Corp.
Troy Lowrie, Chief Executive Officer
(303) 934-2424
tlowrie@vcgh.com
The Equity Group Inc.
Devin Sullivan, Senior Vice President
(212) 836-9608
dsullivan@equityny.com
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