Ameristar Casinos Makes All-Cash Bid for Aztar - Wednesday 5th of April 2006

LAS VEGAS – Ameristar Casinos, Inc. (Nasdaq: ASCA) announced today that it has proposed to acquire Aztar Corporation (NYSE: AZR) for $42.00 per common share. The all-cash proposal values Aztar at approximately $2.25 billion, including the assumption of debt, and is clearly superior to all previous proposals. Ameristar believes the transaction would provide fair value to Aztar's shareholders and would be immediately and substantially accretive to Ameristar's earnings per share.

The combined company would be the fifth largest publicly traded owner and operator of gaming properties in the U.S., with annual revenues of approximately $2 billion generated by 12 properties throughout the country. Following the acquisition, Ameristar would have under its control approximately 21,000 slot machines, 650 table games and 7,000 hotel rooms. Not only would the transaction greatly expand Ameristar's scale and geographic diversification, with a presence in two of the largest U.S. gaming markets (Las Vegas and Atlantic City), it would also provide Ameristar with one of the best remaining development opportunities on the Las Vegas Strip. The two companies have no overlap in the markets they serve. With Ameristar's demonstrated integration, operations and development experience, the Company expects to realize the substantial growth potential of Aztar's property portfolio immediately following completion of the transaction and over the long term.

"Ameristar's proposal for Aztar is clearly superior to Pinnacle's and Colony's, and provides significant value to Aztar shareholders," said Craig H. Neilsen, Ameristar's Chairman of the Board, President and Chief Executive Officer. "This strategic combination would also create substantial value for Ameristar and its shareholders, both in the near term by establishing Ameristar as a leading national competitor in the gaming industry with a broader and more balanced geographic portfolio, and in the long term by expanding the Company's growth platform. We are particularly excited about the opportunity to apply our proven track record of success to developing a truly world-class gaming and entertainment property at one of the most attractive development sites on the Strip."

"The Las Vegas and Atlantic City assets would also help leverage the attractiveness of our Star Awards guest loyalty program at all of our properties. With properties in many of the country's largest gaming markets, and the global market reach of Las Vegas, Ameristar would have the foundation to implement its effective marketing programs to a national audience."

"Ameristar is committed to creating market-leading gaming and entertainment destinations and has a long track record of implementing improvements that enhance the guest experience, drive market share growth, and improve cash flow," said Mr. Neilsen. "We see immediate upside potential from Aztar's assets and believe we can realize substantial incremental growth from the entire portfolio by applying our centralized management structure and leveraging our innovative slot initiatives, food quality, and comprehensive marketing programs. Ameristar is well known in the industry for its ability to generate market share-leading revenues and profitable cash flows and has a history of delivering superior EBITDA margins. We believe we can integrate Aztar's existing property portfolio quickly and efficiently to maximize the value of those properties and generate a strong return on investment, as the Company has achieved historically. Ultimately, we are willing to make this superior proposal because we believe Aztar's assets have their highest potential within Ameristar and because we believe we can maximize their value."

The combined company would also have a robust development strategy that would provide a strong foundation for Ameristar's long-term growth. In addition to the impact of operational improvements at Aztar's properties, key projects currently underway that are expected to provide growth in the near term include the addition of Four Diamond-quality hotels and other amenities at Ameristar St. Charles and Ameristar Black Hawk, and the casino and parking expansions at Ameristar Vicksburg. In the longer-term, the Company would look to redevelop Aztar's Las Vegas Tropicana property and implement further enhancements at the Tropicana property in Atlantic City.

"As always, we will target projects with the potential to generate the highest returns on investment and best long-term value for our shareholders," continued Mr. Neilsen. "We believe the first round of improvements we would make at the various Aztar properties would provide a quick payback and generate supplemental cash flows to strengthen and support the Company's long- term growth strategy. We are confident in our ability to schedule capital expenditure projects to prudently manage leverage levels following the completion of our combination with Aztar."

The proposal has been unanimously approved by Ameristar's Board of Directors. Ameristar's proposal to acquire Aztar is subject to limited confirmatory due diligence, which the Company is prepared to commence immediately, and the execution of a definitive merger agreement between the companies. Subject to satisfactory completion of its due diligence and final Board approval, Ameristar is prepared to enter into a merger agreement that, apart from providing superior value to Aztar's shareholders, would be substantially identical to Aztar's merger agreement with Pinnacle. The transaction would also require the termination of Aztar's agreement with Pinnacle and approval by Aztar's Board and shareholders, as well as the satisfaction of certain customary conditions, including Hart-Scott-Rodino antitrust clearance and necessary approvals from gaming regulatory authorities. Ameristar's proposal is not subject to any financing conditions and Ameristar anticipates that it would be able to close the transaction by the end of 2006, which is comparable to Pinnacle's anticipated closing timetable.

"We are confident in our ability to close this transaction expeditiously, given our proven experience working within strict regulatory environments and executing large-scale transactions, such as our Missouri acquisition in 2000, which we completed in approximately two months," said Mr. Neilsen. "Following this transaction, we would retain a prudent capital structure and maintain a strong and flexible balance sheet that would allow us to proceed with the redevelopment of the Tropicana in Las Vegas."

Ameristar has received a financing commitment from Wachovia Securities, Merrill Lynch & Co. and Wells Fargo Bank to complete the transaction. Lazard, Merrill Lynch & Co. and Wachovia Securities are serving as financial advisors to Ameristar, and Hughes Hubbard & Reed LLP is acting as Ameristar's legal counsel.

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