MGM MIRAGE and Dubai World to Form Long-Term Strategic Relationship

- Dubai World to invest $2.7 billion for a 50 percent interest in

CityCenter in Las Vegas and will make a significant equity investment in

MGM MIRAGE -



Aug 22, 2007, 01:00 ET from MGM MIRAGE

    LAS VEGAS, Aug. 22 /PRNewswire-FirstCall/ -- MGM MIRAGE (NYSE:   MGM) and
 Dubai World today announced that they have signed definitive agreements to
 form a long-term strategic relationship whereby Dubai World will invest
 approximately $5 billion in MGM MIRAGE consisting of a $2.7 billion
 investment in CityCenter and up to $2.4 billion in purchases of MGM MIRAGE
 common stock. The companies will enter into a 50/50 joint venture in the
 landmark CityCenter development in Las Vegas and Dubai World will acquire a
 significant minority equity position in MGM MIRAGE.
     (Photo: http://www.newscom.com/cgi-bin/prnh/20070822/LAW059 )
     The joint venture, CityCenter Holdings LLC, will be owned equally by
 MGM MIRAGE and Infinity World Development Corp., a wholly-owned subsidiary
 of Dubai World. Upon closing, CityCenter Holdings LLC will own 100 percent
 of CityCenter, a mixed-use luxury residential, resort and retail complex
 currently being developed by MGM MIRAGE on the Las Vegas Strip.
     In addition to investing in the joint venture, Dubai World through
 Infinity World Investments, will purchase up to 28.4 million shares of MGM
 MIRAGE representing approximately a 9.5 percent equity stake. Dubai World
 will seek to accomplish this through a combination of a public tender offer
 for 14.2 million shares of the outstanding stock at a price of $84 per
 share, which represents an approximate 13% premium over yesterday's closing
 price, and an agreement to subsequently purchase an additional 14.2 million
 shares directly from the Company at the same price, for a combined
 investment of approximately $2.4 billion.
     The companies anticipate that the joint venture investment will close
 by the end of the year, and that the tender offer will commence during the
 week of August 27, 2007. The parties anticipate that the purchase of shares
 from MGM MIRAGE will close concurrently with or soon after the closing of
 the tender offer subject to requisite approvals.
     In connection with the joint venture, Dubai World will initially
 contribute approximately $2.7 billion for 50 percent of the equity in
 CityCenter. MGM MIRAGE will contribute the CityCenter assets which the
 parties have mutually valued at $5.4 billion, and receive 50 percent of the
 equity in CityCenter. Following the close of the joint venture transaction,
 MGM MIRAGE will receive a cash distribution of $2.7 billion. By completing
 CityCenter on budget and on schedule, MGM MIRAGE will receive additional
 consideration of $100 million. The joint venture will obtain project
 specific financing to fund remaining project costs.
     MGM MIRAGE will continue to serve as developer of CityCenter and upon
 completion, the joint venture will pay MGM MIRAGE a management fee to
 operate CityCenter's resort casino as well as the development's retail
 activities and the Vdara condo-hotel tower.
     "This is a transforming event for MGM MIRAGE and Las Vegas," said Terry
 Lanni, Chairman and CEO of MGM MIRAGE. "This partnership with Dubai World
 brings us a relationship with an internationally-respected developer of
 large- scale luxury properties that attract an international clientele.
 Dubai World's proficiency in real estate, combined with our company's
 operational expertise, strong brands and world-renowned resorts, creates
 competitive advantages that we believe will benefit all of our
 stakeholders. We are extremely pleased to be working with Dubai World. We
 have a tremendous amount of respect for Sultan Bin Sulayem and all that his
 company has accomplished.
     "This transaction is immediately accretive to long term earnings and
 will have a profound impact on our balance sheet. Dubai World is making a
 significant investment in our company that will greatly increase our growth
 and earnings. We welcome Dubai World's long term commitment to our company
 through the joint venture and these share purchases," Mr. Lanni continued.
     Sultan Bin Sulayem, Chairman of Dubai World said, "The announcement
 today brings together two companies known for creating landmark
 developments that have the ability to change the face of luxury living and
 destination tourism. In seeking international expansion, we chose a partner
 who would complement our strengths in large-scale development as well as
 share our view of investing for the long-term. We were attracted by MGM
 MIRAGE's superior assets, locations, and brands. Terry Lanni and his
 management team have a proven ability to create extraordinary customer
 experiences that generate demand and earn customer loyalty.
     "Our vision is to create a global portfolio of signature properties
 that will create value for generations to come. The unprecedented
 CityCenter will redefine the luxury lifestyle and incorporate world-class
 elements of fine art and design, fulfilling our goal of creating landmark
 developments while further expanding into the important U.S. real estate
 market. We look forward to making this project an international success and
 sharing in other opportunities for expansion with MGM MIRAGE," continued
 Sultan Bin Sulayem.
     Targeted for completion in late 2009, CityCenter is a luxury urban
 metropolis defined by its dazzling vertical architecture rising from the
 Las Vegas Strip. CityCenter's design team includes many of the world's
 foremost architects such as Daniel Liebeskind, Lord Norman Foster, and
 Rafael Vinoly. The self-contained city-within-a-city will include:
      *  A dramatic Cesar Pelli-designed 4,000-room resort casino;
      *  Approximately 470,000 square-feet of retail and entertainment space;
      *  2,650 luxury condominiums and condo-hotel units in multiple towers;
         and
      *  Two 400-room non-gaming boutique hotels, one of which will be managed
         by luxury hotelier Mandarin Oriental.
     Credit Suisse Securities acted as financial advisors to Dubai World.
 UBS Investment Bank served as financial advisors to MGM MIRAGE. Paul,
 Hastings, Janofsky & Walker LLP acted as legal counsel to Dubai World and
 Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP acted as legal
 counsel to MGM MIRAGE.
     About MGM MIRAGE
     MGM MIRAGE (NYSE:   MGM), one of the world's leading and most respected
 hotel and gaming companies, owns and operates 17 properties located in
 Nevada, Mississippi and Michigan, and has investments in three other
 properties in Nevada, New Jersey and Illinois. In addition, the Company has
 major new developments under construction in Nevada, Michigan and Macau
 S.A.R. CityCenter is a multi-billion dollar mixed-use urban development in
 the heart of the Las Vegas Strip; a new MGM Grand hotel and casino complex
 is being built in downtown Detroit; and the Company has a 50% interest in
 MGM Grand Macau, a hotel-casino resort currently under construction in
 Macau S.A.R. MGM MIRAGE supports responsible gaming and has implemented the
 American Gaming Association's Code of Conduct for Responsible Gaming at its
 properties. MGM MIRAGE also has been the recipient of numerous awards and
 recognitions for its industry-leading Diversity Initiative and its
 community philanthropy programs. For more information about MGM MIRAGE,
 please visit the company's website at http://www.mgmmirage.com.
     About Dubai World
     Dubai World is a major investment holding company with a portfolio of
 businesses that includes DP World, Jafza, Nakheel, Dubai Drydocks, Maritime
 City, Istithmar, Kerzner, One & Only, Atlantis, Barney's, Island Global
 Yachting, Limitless, Inchcape Shipping Services, Tejari, Technopark and
 Tamweel. The Dubai World Group has more than 50,000 employees in over 100
 cities around the globe.
     Dubai World's iconic real estate projects include the Nakheel's Palm
 developments and The World. The group also has extensive real estate
 investments in the US, the UK and South Africa, unique hospitality
 destinations in every corner of the world, and is a leading global port
 operator. In the last five years, Dubai World has developed 80,000 luxury
 residential villas and apartments and approximately three million square
 feet of retail space.
     Forward-Looking Statement
     Statements in this release which are not historical facts are "forward
 looking" statements and "safe harbor statements" under the Private
 Securities Litigation Reform Act of 1995 that involve risks and/or
 uncertainties, including risks and/or uncertainties as described in the
 company's public filings with the Securities and Exchange Commission.
 
 

SOURCE MGM MIRAGE
    LAS VEGAS, Aug. 22 /PRNewswire-FirstCall/ -- MGM MIRAGE (NYSE:   MGM) and
 Dubai World today announced that they have signed definitive agreements to
 form a long-term strategic relationship whereby Dubai World will invest
 approximately $5 billion in MGM MIRAGE consisting of a $2.7 billion
 investment in CityCenter and up to $2.4 billion in purchases of MGM MIRAGE
 common stock. The companies will enter into a 50/50 joint venture in the
 landmark CityCenter development in Las Vegas and Dubai World will acquire a
 significant minority equity position in MGM MIRAGE.
     (Photo: http://www.newscom.com/cgi-bin/prnh/20070822/LAW059 )
     The joint venture, CityCenter Holdings LLC, will be owned equally by
 MGM MIRAGE and Infinity World Development Corp., a wholly-owned subsidiary
 of Dubai World. Upon closing, CityCenter Holdings LLC will own 100 percent
 of CityCenter, a mixed-use luxury residential, resort and retail complex
 currently being developed by MGM MIRAGE on the Las Vegas Strip.
     In addition to investing in the joint venture, Dubai World through
 Infinity World Investments, will purchase up to 28.4 million shares of MGM
 MIRAGE representing approximately a 9.5 percent equity stake. Dubai World
 will seek to accomplish this through a combination of a public tender offer
 for 14.2 million shares of the outstanding stock at a price of $84 per
 share, which represents an approximate 13% premium over yesterday's closing
 price, and an agreement to subsequently purchase an additional 14.2 million
 shares directly from the Company at the same price, for a combined
 investment of approximately $2.4 billion.
     The companies anticipate that the joint venture investment will close
 by the end of the year, and that the tender offer will commence during the
 week of August 27, 2007. The parties anticipate that the purchase of shares
 from MGM MIRAGE will close concurrently with or soon after the closing of
 the tender offer subject to requisite approvals.
     In connection with the joint venture, Dubai World will initially
 contribute approximately $2.7 billion for 50 percent of the equity in
 CityCenter. MGM MIRAGE will contribute the CityCenter assets which the
 parties have mutually valued at $5.4 billion, and receive 50 percent of the
 equity in CityCenter. Following the close of the joint venture transaction,
 MGM MIRAGE will receive a cash distribution of $2.7 billion. By completing
 CityCenter on budget and on schedule, MGM MIRAGE will receive additional
 consideration of $100 million. The joint venture will obtain project
 specific financing to fund remaining project costs.
     MGM MIRAGE will continue to serve as developer of CityCenter and upon
 completion, the joint venture will pay MGM MIRAGE a management fee to
 operate CityCenter's resort casino as well as the development's retail
 activities and the Vdara condo-hotel tower.
     "This is a transforming event for MGM MIRAGE and Las Vegas," said Terry
 Lanni, Chairman and CEO of MGM MIRAGE. "This partnership with Dubai World
 brings us a relationship with an internationally-respected developer of
 large- scale luxury properties that attract an international clientele.
 Dubai World's proficiency in real estate, combined with our company's
 operational expertise, strong brands and world-renowned resorts, creates
 competitive advantages that we believe will benefit all of our
 stakeholders. We are extremely pleased to be working with Dubai World. We
 have a tremendous amount of respect for Sultan Bin Sulayem and all that his
 company has accomplished.
     "This transaction is immediately accretive to long term earnings and
 will have a profound impact on our balance sheet. Dubai World is making a
 significant investment in our company that will greatly increase our growth
 and earnings. We welcome Dubai World's long term commitment to our company
 through the joint venture and these share purchases," Mr. Lanni continued.
     Sultan Bin Sulayem, Chairman of Dubai World said, "The announcement
 today brings together two companies known for creating landmark
 developments that have the ability to change the face of luxury living and
 destination tourism. In seeking international expansion, we chose a partner
 who would complement our strengths in large-scale development as well as
 share our view of investing for the long-term. We were attracted by MGM
 MIRAGE's superior assets, locations, and brands. Terry Lanni and his
 management team have a proven ability to create extraordinary customer
 experiences that generate demand and earn customer loyalty.
     "Our vision is to create a global portfolio of signature properties
 that will create value for generations to come. The unprecedented
 CityCenter will redefine the luxury lifestyle and incorporate world-class
 elements of fine art and design, fulfilling our goal of creating landmark
 developments while further expanding into the important U.S. real estate
 market. We look forward to making this project an international success and
 sharing in other opportunities for expansion with MGM MIRAGE," continued
 Sultan Bin Sulayem.
     Targeted for completion in late 2009, CityCenter is a luxury urban
 metropolis defined by its dazzling vertical architecture rising from the
 Las Vegas Strip. CityCenter's design team includes many of the world's
 foremost architects such as Daniel Liebeskind, Lord Norman Foster, and
 Rafael Vinoly. The self-contained city-within-a-city will include:
      *  A dramatic Cesar Pelli-designed 4,000-room resort casino;
      *  Approximately 470,000 square-feet of retail and entertainment space;
      *  2,650 luxury condominiums and condo-hotel units in multiple towers;
         and
      *  Two 400-room non-gaming boutique hotels, one of which will be managed
         by luxury hotelier Mandarin Oriental.
     Credit Suisse Securities acted as financial advisors to Dubai World.
 UBS Investment Bank served as financial advisors to MGM MIRAGE. Paul,
 Hastings, Janofsky & Walker LLP acted as legal counsel to Dubai World and
 Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP acted as legal
 counsel to MGM MIRAGE.
     About MGM MIRAGE
     MGM MIRAGE (NYSE:   MGM), one of the world's leading and most respected
 hotel and gaming companies, owns and operates 17 properties located in
 Nevada, Mississippi and Michigan, and has investments in three other
 properties in Nevada, New Jersey and Illinois. In addition, the Company has
 major new developments under construction in Nevada, Michigan and Macau
 S.A.R. CityCenter is a multi-billion dollar mixed-use urban development in
 the heart of the Las Vegas Strip; a new MGM Grand hotel and casino complex
 is being built in downtown Detroit; and the Company has a 50% interest in
 MGM Grand Macau, a hotel-casino resort currently under construction in
 Macau S.A.R. MGM MIRAGE supports responsible gaming and has implemented the
 American Gaming Association's Code of Conduct for Responsible Gaming at its
 properties. MGM MIRAGE also has been the recipient of numerous awards and
 recognitions for its industry-leading Diversity Initiative and its
 community philanthropy programs. For more information about MGM MIRAGE,
 please visit the company's website at http://www.mgmmirage.com.
     About Dubai World
     Dubai World is a major investment holding company with a portfolio of
 businesses that includes DP World, Jafza, Nakheel, Dubai Drydocks, Maritime
 City, Istithmar, Kerzner, One & Only, Atlantis, Barney's, Island Global
 Yachting, Limitless, Inchcape Shipping Services, Tejari, Technopark and
 Tamweel. The Dubai World Group has more than 50,000 employees in over 100
 cities around the globe.
     Dubai World's iconic real estate projects include the Nakheel's Palm
 developments and The World. The group also has extensive real estate
 investments in the US, the UK and South Africa, unique hospitality
 destinations in every corner of the world, and is a leading global port
 operator. In the last five years, Dubai World has developed 80,000 luxury
 residential villas and apartments and approximately three million square
 feet of retail space.
     Forward-Looking Statement
     Statements in this release which are not historical facts are "forward
 looking" statements and "safe harbor statements" under the Private
 Securities Litigation Reform Act of 1995 that involve risks and/or
 uncertainties, including risks and/or uncertainties as described in the
 company's public filings with the Securities and Exchange Commission.
 
 SOURCE MGM MIRAGE