Stockholders, Nevada regulators approve $6.4 billion merger

LAS VEGAS - Just 84 days after business icon Kirk Kerkorian engineered the $4.4 billion deal, MGM Grand Inc. formally acquired Mirage Resorts Inc., forming one of the largest hotel-casino companies in the world.

The Nevada Gaming Control Board and the Nevada Gaming Commission approved the acquisition in a special three-hour meeting Tuesday in which members heaped praise on Kerkorian, who has built the largest hotel in the world here - three times.

Kerkorian said it was a ''shocker'' that the deal had come together so quickly after it was first announced March 6.

''It was really faster than I ever thought it would be,'' Kerkorian said.

''How can you anticipate things like this? You get timing on your side, and good people, and how can you fail?''

Kerkorian, a billionaire whose business interests include ownership of Metro-Goldwyn-Mayer studios and a stake in DaimlerChrysler, told the Gaming Commission, ''Some of the most exciting years I've had have been in Nevada.''

The regulators met shortly after Mirage stockholders held their final meeting and approved the acquisition overwhelmingly. Stockholders will receive $21 a share for their Mirage stock, which had dipped below $11 when Kerkorian made his acquisition move in February.

In the Mirage meeting, company founder and chairman Steve Wynn expressed few regrets, saying he was eager to move down the Strip to the Desert Inn hotel-casino, which he has agreed to buy for $270 million. That deal is expected to be completed next month.

Wynn was Mirage's largest stockholder with 23 million shares, giving him about $483 million from the sale.

As part of the deal, MGM also assumes some $2 billion in Mirage debt.

The combined companies will own 18 properties on three continents, J. Terrence Lanni, MGM Grand chairman, told casino regulators.

''This brings two of the great companies in the world together,'' Lanni said. ''This is a case where one and one is more than two.''

He said with the diminished number of markets opening up to legalized gambling, ''we had no choice but to grow by acquisition.''

The merger of MGM, with 19,000 employees, and Mirage, with 30,000, will make the combined company the largest employer in Nevada - a fact not lost on regulators.

''When they write the modern history of Nevada, today is a landmark day,'' said Brian Sandoval, chairman of the Nevada Gaming Commission.

The two companies have annual revenues of $4.2 billion and cash flow of $1.2 billion, Lanni said. By comparison, Park Place Entertainment Corp. with such properties as Bally's, Caesars and Hilton reported net revenues of $4.6 billion last year.

James Murren, president and chief financial officer of MGM, promised the company would sell off non-revenue producing assets such as planes and paintings. Wynn had purchased some $400 million in artwork which was displayed in the Bellagio art gallery until it was closed Sunday.

Murren and Lanni said there were no plans to sell off any revenue producing assets such as hotel-casinos.

The two companies can save ''tens of millions of dollars'' by combining some operations, Murren said.

Regulators said they expected the combined companies to be good for Nevada's casino industry.

''It causes the others to pedal faster,'' Gaming Control Board member Bobby Siller said.

''It would take anybody else 25 years to catch up with the quality of management and assets and experience this merger has accomplished,'' said MGM executive board member Alex Yemenidjian, a Kerkorian confidante and chairman of Metro-Goldwyn-Mayer.

Yemenidjian said a major focus of the new company will be 55 acres of prime Strip land acquired in the Mirage deal. He said when the company develops the land between the Bellagio and Monte Carlo resorts the results will be ''spectacular.''

''It won't be just another hotel,'' Yemenidjian said. ''It will totally redefine the entertainment experience as we know it. It will take MGM to another level.''

Lanni said the Strip land and several parcels in Atlantic City ''gives us a chance to dream.''

Lanni predicted the future projects would be striking.

''We're pretty good at under-promising and over-producing,'' Lanni said.

Gaming Control Board Chairman Steve DuCharme said the acquisition would not be a case of ''cannibalizing our existing markets, but will create new markets.

''These are two of our premier gaming companies,'' DuCharme said before the board voted 3-0 for approval. ''This will be one gaming entity that is greater than the sum of its parts.''

The commission approved the acquisition 5-0, the final regulatory step for approval.

Kerkorian built the world's largest hotel when he opened the International, now the Las Vegas Hilton. He repeated the feat when he built the old MGM Grand, now Bally's, and did so a third time when he opened the new MGM Grand in 1993.

MGM stock closed Tuesday at 33.813, up 50 cents, an increase of about 1.5 percent.