Black Hawk Gaming & Development Company, Inc. Announces Merger Agreement

Apr 27, 2001, 01:00 ET from Black Hawk Gaming & Development Company, Inc.

    BLACK HAWK, Colo., April 27 /PRNewswire/ -- Black Hawk Gaming &
 Development Company, Inc. (Nasdaq:   BHWK), owner and operator of the Gilpin
 Hotel Casino in Black Hawk, Colorado, the Gold Dust West Casino in Reno,
 Nevada, and 75% owner and operator of The Lodge Casino in Black Hawk, today
 announced the execution of a merger agreement.  Pursuant to the merger
 agreement, Gameco, Inc., an entity controlled by Jeffrey P. Jacobs, Chairman
 of the Board and Chief Executive Officer of Black Hawk, has agreed to pay
 $12.00 per share, in cash, for each share of common stock of Black Hawk not
 currently owned by Mr. Jacobs or his affiliates and Black Hawk will become a
 wholly-owned subsidiary of Gameco.  This price represents an increase of
 $1.00 per share from Mr. Jacobs' original offer to acquire Black Hawk at
 $11.00 per share.  Consummation of the transaction is subject to various
 conditions, including, among other things, the approval by Black Hawk's
 stockholders and the obtaining of various regulatory approvals.  If the
 transaction fails to close because of Mr. Jacobs' inability to obtain
 financing, Black Hawk will be entitled to liquidated damages of $2 million.
 The transaction is expected to be consummated early in the fourth quarter of
 calendar 2001 and the merger agreement provides that the transaction must be
 completed by December 31, 2001.
     Robert D. Greenlee, former Chairman of the Board and Chief Executive
 Officer of Black Hawk and currently a holder of approximately 11% of its
 common stock, has informed Black Hawk that he has withdrawn his previously
 announced proposal to acquire Black Hawk for $12.00 per share in cash and has
 executed an agreement to vote his shares in favor of the Gameco merger.
     At a meeting held April 23, 2001, the special committee of the Board of
 Directors of Black Hawk determined that the merger agreement is fair to and in
 the best interests of the public stockholders of Black Hawk and recommended
 that the Board of Directors of Black Hawk approve the merger and the merger
 agreement.
     At a subsequent meeting held April 25, 2001, the members of the Board,
 other than Mr. Jacobs who abstained from voting in light of his personal
 interest in the merger, determined that the merger agreement and the
 transactions contemplated thereby are fair to and in the best interests of the
 public stockholders of Black Hawk and approved the merger and the merger
 agreement.
     As previously reported, Mr. Jacobs and his affiliates currently own
 approximately one third of Black Hawk's common stock.
     Robertson Stephens, Inc. is the financial advisor to the Special Committee
 of the Board of Directors of Black Hawk in connection with the merger.  U.S.
 Bancorp Libra is acting as advisor to Mr. Jacobs.
 
     INFORMATION CONCERNING PARTICIPANTS
     Black Hawk and its directors may be deemed to be participants in the
 solicitation of proxies from Black Hawk stockholders to approve the merger.
 Some of the directors of Black Hawk have an interest in the merger that may
 differ from or may be in addition to the interests of Black Hawk stockholders
 generally.  Those interests, which will be described in greater detail in the
 proxy statement with respect to the merger, include the interest of Mr. Jacobs
 in the equity of Gameco and potential employment relationships of other
 directors.
 
     IMPORTANT INFORMATION AND WHERE TO FIND IT
     Black Hawk plans to file and mail to its stockholders a proxy statement
 containing information about Black Hawk, the proposed merger, and related
 matters.  Stockholders are urged to read the proxy statement carefully when it
 is available, as it will contain important information that stockholders
 should understand before making a decision about the merger.  When the proxy
 statement is completed, Black Hawk will mail it to its stockholders to seek
 their approval of the merger.  The proxy statement (when it is filed), as well
 as other filings containing information about Black Hawk, can be obtained
 without charge at the SEC's web site (http://www.sec.gov).  Copies of the
 proxy statement, when available, and Black Hawk's SEC filings will also be
 obtainable, without charge, from Stanley Politano, Black Hawk's Secretary at
 Black Hawk Gaming & Development Company, Inc., 240 Main Street, Black Hawk,
 Colorado 80422, (303) 582-1117.
 
     This press release contains forward-looking statements that involve risks
 and uncertainties relating to future events, including whether and when the
 proposed merger will be consummated.  These risks and uncertainties could
 cause actual events or results to differ materially from those expressed or
 implied by the forward-looking statements.  These factors include, but are not
 limited to, risks that stockholder approval, gaming approvals, and other
 clearances and consents may not be obtained in a timely manner or at all and
 that any other conditions to the merger may not be satisfied.  Black Hawk
 assumes no obligation to update the forward-looking information.
 
     Note:   News releases and other information about Black Hawk Gaming &
 Development are available at http://www.bhwk.com
 
 

SOURCE Black Hawk Gaming & Development Company, Inc.
    BLACK HAWK, Colo., April 27 /PRNewswire/ -- Black Hawk Gaming &
 Development Company, Inc. (Nasdaq:   BHWK), owner and operator of the Gilpin
 Hotel Casino in Black Hawk, Colorado, the Gold Dust West Casino in Reno,
 Nevada, and 75% owner and operator of The Lodge Casino in Black Hawk, today
 announced the execution of a merger agreement.  Pursuant to the merger
 agreement, Gameco, Inc., an entity controlled by Jeffrey P. Jacobs, Chairman
 of the Board and Chief Executive Officer of Black Hawk, has agreed to pay
 $12.00 per share, in cash, for each share of common stock of Black Hawk not
 currently owned by Mr. Jacobs or his affiliates and Black Hawk will become a
 wholly-owned subsidiary of Gameco.  This price represents an increase of
 $1.00 per share from Mr. Jacobs' original offer to acquire Black Hawk at
 $11.00 per share.  Consummation of the transaction is subject to various
 conditions, including, among other things, the approval by Black Hawk's
 stockholders and the obtaining of various regulatory approvals.  If the
 transaction fails to close because of Mr. Jacobs' inability to obtain
 financing, Black Hawk will be entitled to liquidated damages of $2 million.
 The transaction is expected to be consummated early in the fourth quarter of
 calendar 2001 and the merger agreement provides that the transaction must be
 completed by December 31, 2001.
     Robert D. Greenlee, former Chairman of the Board and Chief Executive
 Officer of Black Hawk and currently a holder of approximately 11% of its
 common stock, has informed Black Hawk that he has withdrawn his previously
 announced proposal to acquire Black Hawk for $12.00 per share in cash and has
 executed an agreement to vote his shares in favor of the Gameco merger.
     At a meeting held April 23, 2001, the special committee of the Board of
 Directors of Black Hawk determined that the merger agreement is fair to and in
 the best interests of the public stockholders of Black Hawk and recommended
 that the Board of Directors of Black Hawk approve the merger and the merger
 agreement.
     At a subsequent meeting held April 25, 2001, the members of the Board,
 other than Mr. Jacobs who abstained from voting in light of his personal
 interest in the merger, determined that the merger agreement and the
 transactions contemplated thereby are fair to and in the best interests of the
 public stockholders of Black Hawk and approved the merger and the merger
 agreement.
     As previously reported, Mr. Jacobs and his affiliates currently own
 approximately one third of Black Hawk's common stock.
     Robertson Stephens, Inc. is the financial advisor to the Special Committee
 of the Board of Directors of Black Hawk in connection with the merger.  U.S.
 Bancorp Libra is acting as advisor to Mr. Jacobs.
 
     INFORMATION CONCERNING PARTICIPANTS
     Black Hawk and its directors may be deemed to be participants in the
 solicitation of proxies from Black Hawk stockholders to approve the merger.
 Some of the directors of Black Hawk have an interest in the merger that may
 differ from or may be in addition to the interests of Black Hawk stockholders
 generally.  Those interests, which will be described in greater detail in the
 proxy statement with respect to the merger, include the interest of Mr. Jacobs
 in the equity of Gameco and potential employment relationships of other
 directors.
 
     IMPORTANT INFORMATION AND WHERE TO FIND IT
     Black Hawk plans to file and mail to its stockholders a proxy statement
 containing information about Black Hawk, the proposed merger, and related
 matters.  Stockholders are urged to read the proxy statement carefully when it
 is available, as it will contain important information that stockholders
 should understand before making a decision about the merger.  When the proxy
 statement is completed, Black Hawk will mail it to its stockholders to seek
 their approval of the merger.  The proxy statement (when it is filed), as well
 as other filings containing information about Black Hawk, can be obtained
 without charge at the SEC's web site (http://www.sec.gov).  Copies of the
 proxy statement, when available, and Black Hawk's SEC filings will also be
 obtainable, without charge, from Stanley Politano, Black Hawk's Secretary at
 Black Hawk Gaming & Development Company, Inc., 240 Main Street, Black Hawk,
 Colorado 80422, (303) 582-1117.
 
     This press release contains forward-looking statements that involve risks
 and uncertainties relating to future events, including whether and when the
 proposed merger will be consummated.  These risks and uncertainties could
 cause actual events or results to differ materially from those expressed or
 implied by the forward-looking statements.  These factors include, but are not
 limited to, risks that stockholder approval, gaming approvals, and other
 clearances and consents may not be obtained in a timely manner or at all and
 that any other conditions to the merger may not be satisfied.  Black Hawk
 assumes no obligation to update the forward-looking information.
 
     Note:   News releases and other information about Black Hawk Gaming &
 Development are available at http://www.bhwk.com
 
 SOURCE  Black Hawk Gaming & Development Company, Inc.