iviera said it’s not in a position to consider the bid because Riv signed a lockup and option agreement for 9.2 percent of Riviera’s outstanding stock held by Triple Five Investco LLC and Dominion Financial LLC without prior approval by Riviera’s board.
As of December 31, Riviera had 12.13 million outstanding shares, according to the company’s most recent 10-K filing with the Securities and Exchange Commission.
The company said Riv’s action triggered defensive provisions of Nevada’s business combination law and Riviera’s rules on substantial stockholders.
Riv and its related parties are now disqualified from engaging in an acquisition or other combination with Riviera for three years, as specified in the business combination law.
"As a result of RAH’s acquisition of a lockup and option without board approval, RAH and its related parties are not only disqualified from a merger or other combination with Riviera for three years, but if they buy our shares from Triple Five, Dominion Financial or anyone else without our board’s prior approval, their voting rights as to those shares will be reduced to 1/100 of one vote per share, to the extent provided in our articles of incorporation," said William L. Westerman, chairman and CEO.