Riviera Holdings Sets Date for Vote on Merger
LAS VEGAS, Nevada Riviera Holdings Corporation (Amex: RIV) announced today that August 8, 2006 has been set as the date for Riviera's meeting of shareholders to vote to approve the Agreement and Plan of Merger with Riv Acquisition Holdings Inc., which provides for a cash payment of $17 per share to Riviera's shareholders. July 7, 2006 has been set as the date for determination of shareholders of record who are entitled to vote at the meeting. Only shareholders of record as of the close of business on that date will be entitled to vote on the merger and on the other proposals at the meeting.
In addition to a favorable vote by holders of at least 60% of Riviera's outstanding shares, consummation of the merger requires approval by Nevada and Colorado gaming regulatory authorities. Riviera expects the merger to be consummated in the first half of 2007.
William L. Westerman, Riviera's Chief Executive Officer said, "The Board of Directors strongly recommends a vote for the merger as being in the best interests of shareholders. The definitive proxy statement that we will file very shortly with the Securities and Exchange Commission will describe in detail the background of the merger agreement and reasons why the Board of Directors approved the merger agreement and agreed to recommend approval by our shareholders. I hope all of our shareholders will read the proxy statement very carefully and conclude that it is in their best interest to vote in favor of the merger, even though speculation has driven the trading price of our stock above the merger price."
Mr. Westerman added, "Since the owners of Riv Acquisition Holdings Inc. announced in December 2005 the agreement for their purchase of my stock and their intention to negotiate for the acquisition of the remainder of Riviera's outstanding shares, Riviera has not received any other credible indications of interest. Speculation that one of the losers in the bidding war for Aztar Corporation would come knocking on our door has proven to be unfounded."
2006-06-29



