BOSTON, MA--(Marketwired - August 27, 2014) - Esplanade Capital LLC ("Esplanade" or "we"), the second largest outside shareholder (based on Bloomberg data) of Archon Corporation (PINKSHEETS: ARHN) ("Archon" or the "Company"), has raised its offer to acquire all outstanding shares of the Company to a price of $21.65 per share in a negotiated transaction, subject to confirmatory due diligence. Esplanade has delivered a letter to Archon's Board of Directors, the full text of which follows:
For Delivery on August 27, 2014
Board of Directors
Attention: Suzanne Lowden, Secretary
2200 Casino Drive
Laughlin, NV 89029
Dear Members of the Board of Directors:
In light of some recent developments detailed below, we are now raising our offer to acquire Archon Corporation ("Archon" or the "Company") to $21.65 per share subject to confirmatory due diligence. This offer represents a full 100% premium based on historical trading prices prior to our original offer. As an attendee of the Company's Annual Meeting on July 24 in Laughlin, Nevada, I was afforded the opportunity to speak with the Board of Directors (the "Board") and reiterate our view that the Company should publicly commit to a sales process with a level playing field. While disappointed, I am not surprised that this demand and my follow-up since have been rebuffed. Notwithstanding continued stonewalling, we remain extremely committed to pursuing a negotiated transaction to acquire all of the outstanding shares of the Company.
In addition to the successful closing of the Gaithersburg, Maryland property transaction for $76.3 million on April 7, we have increased our offer more so due to the recent flurry of activity immediately surrounding the Company's 27 acres of land on the Las Vegas Strip:
- In March 2013, Genting Group purchased from Boyd Gaming Corporation the dormant land previously planned for Echelon Place
- In April 2014, MGM Resorts announced plans for a 33-acre open-air concert venue just across Las Vegas Boulevard -- set to open in May 2015
- In July 2014, Westgate Resorts acquired the LVH - Las Vegas Hotel & Casino
- Earlier this month (August 2014), Crown Resorts Ltd. purchased the vacant land formerly the New Frontier
- Just last week (August 2014), the SLS Las Vegas, abutting the Company's land to the north, opened to great fanfare and crowds
We also remain keenly interested in Carl Icahn's plans for his Fontainebleau development abutting the Company's land to the south.
In 2007 during the last land-grab for Las Vegas Strip real estate, the Company squandered a golden opportunity by failing to close the sale of its Las Vegas property at record prices. We now understand from public records that the Company is planning to develop a mixed use arena on its land. The more we learn about this questionable project, the more we fear that the Company is marching down the same worrisome path it pursued in 2007. There are bona fide deals being executed and once again the Company appears to be eschewing a good, concrete deal in favor of an unproven and uncertain development opportunity. I urge the Board not to make the same mistake twice.
We believe our premium offer is in the best interests of all shareholders and the most direct path to maximize value for all shareholders.
As we have stated previously, we have the resources and experience to close this acquisition. Esplanade has been investing for over 14 years. To assist us in this transaction, we expect to be working with a longtime outside relationship who has built an impeccable track record of several billion dollars' worth of real estate acquisitions, restructurings, and recapitalizations over the past three decades. With the Company's cooperation, we are highly confident in our ability to finance this transaction based on discussions with our network of equity and debt financiers. We are prepared to immediately commence negotiations on an acquisition agreement.
We continue to view the Company's stock as undervalued. Unfortunately, we have no confidence that the situation will improve under the existing Board and management. We believe that the Company seems to be run as the personal fiefdom of Mr. Paul Lowden and not for the benefit of all shareholders given the series of related party transactions between the Company and the Lowden family, the Company "going dark" in 2011, and the galling lack of responsiveness to our requests as a concerned shareholder. We remind the Board that it has fiduciary duties to all shareholders and not just to Paul Lowden and his family.
We are concurrently releasing this letter to the public in perhaps the vain hope that we will finally receive a serious response to our offer.
We urge the Board to cease its stonewalling and embrace its fiduciary duties by immediately commencing negotiations with us or publicly committing to a sales process with a level playing field.
Very truly yours,
Shawn W. Kravetz
ABOUT ESPLANADE CAPITAL LLC:
Esplanade Capital is a Boston based investment management company founded in 1999 to manage capital for a small number of like-minded families, private investors, and institutions
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