Published: March 11, 2010
Rick's Cabaret International, Inc. and VCG Holding Corp. Extend Letter of Intent to Merge to March 31, 2010
HOUSTON & DENVER - (BUSINESS WIRE) - Rick's Cabaret International, Inc. (NASDAQ: RICK) and VCG
Holding Corp. (NASDAQ: VCGH) have extended from March 12, 2010 until
March 31, 2010 the Letter of Intent for a merger under which Rick's
Cabaret would acquire the outstanding shares of VCG Holding to form the
largest publicly traded operator of upscale gentlemen's clubs in North
America.
In a joint announcement, Eric Langan, President and CEO of Rick's
Cabaret and Troy Lowrie, Chairman and Chief Executive Officer of
VCG Holding said they are committed to work toward execution of
definitive documents as expeditiously as possible.
Additional Information and Where to Find It
In connection with the proposed merger, Rick's Cabaret International,
Inc. ("Ricks") and VCG Holding Corp. ("VCG Holding") intend to file
documents relating to the transaction with the SEC, including a
registration statement containing a joint proxy statement/prospectus on
Form S-4 to be filed by Rick's. Investors are urged to read the joint
proxy statement/prospectus regarding the proposed merger, if and when it
becomes available, because it will contain important information.
When it becomes available, shareholders and other investors will be able
to obtain a free copy of the joint proxy statement/prospectus, and are
able to obtain free copies of other filings and furnished materials
containing information about Rick's and VCG Holding at the SEC's
internet website at www.sec.gov.
Copies of the joint proxy statement/prospectus, when it becomes
available, and any SEC filings incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge, by
directing a request to Rick's Cabaret International, Inc., 10959 Cutten
Road, Houston, Texas, 77066, telephone (281) 397-6730, Attention: Phil
Marshall, or to VCG Holding Corp., 390 Union Boulevard, Suite 540,
Lakewood, Colorado 80228, telephone (303) 934-2424, Attention: Courtney
Cowgill.
Interests of Participants in the Solicitation of Proxies
Each of the Rick's and VCG Holding and their respective directors and
executive officers may be deemed to be "participants" in the
solicitation of proxies in respect of the proposed transaction under SEC
rules. Information regarding Rick's directors and executive officers is
available in its definitive proxy statement on Schedule 14A filed with
the SEC on July 7, 2009 and in its annual report on Form 10-K filed with
the SEC on December 17, 2009 and information regarding VCG Holding's
directors and executive officers is available in its definitive proxy
statement on Schedule 14A filed with the SEC on April 30, 2009. Copies
of these documents can be obtained, without charge, at the SEC's
internet website at www.sec.gov
or by directing a request to the Rick's or VCG Holding, as applicable,
at the addresses above. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Forward Looking Statements
Certain statements contained in this press release regarding Rick's and
VCG Holding's future operating results or performance or business plans
or prospects and any other statements not constituting historical fact
are "forward-looking statements" subject to the safe harbor created by
the Private Securities Litigation reform Act of 1995. Where possible,
the words "believe," "expect," "anticipate," "intent," "would," "will,"
"planned," "estimated," "potential," "goal," "outlook," and similar
expressions, as they relate to either company or their management have
been used to identify such forward-looking statements. All
forward-looking statements reflect only current beliefs and assumptions
with respect to future business plans, prospects, decisions and results,
and are based on information currently available to the companies.
Accordingly, the statements are subject to significant risks,
uncertainties and contingencies, which could cause the companies' actual
operating results, performance or business plans or prospects to differ
materially from those expressed in, or implied by, these statements.
Such risks, uncertainties and contingencies include, but are not limited
to, statements about the benefits of the merger, including future
financial and operating results, the companies' plans, objectives and
expectations and other intentions and other statements that are not
historical facts. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking
statements: (1) the risk of the failure of the companies' shareholders
to approve the merger; (2) the risk that the businesses would not be
integrated successfully; (3) the risk that the cost savings and any
revenue synergies from the merger may not be fully realized or may take
longer to realize than expected; (4) the risk that Rick's applicable
average trailing twenty day average stock price per share may not equal
or exceed $8.00 pursuant to the formula in the merger agreement; (5) the
applicable disruption from the merger may make it more difficult to
maintain relationships with customers, employees ore suppliers; and
general economic conditions and uncertainties or consumer sentiment in
the companies' markets. Additional factors that could cause the
companies' results to differ materially from those described in the
forward-looking statements are described in Rick's annual report on Form
10-K filed with the SEC December, 17, 2009 and VCG Holding's annual
report on Form 10-K, as amended, filed with the SEC June 10, 2009, and
Rick's and VCG Holding's other periodic and current reports filed with
the SEC from time to time and available on the SEC's internet website at www.sec.gov.
Unless required by law, neither Rick's nor VCG Holding undertakes any
obligation to update publicly any forward-looking statements, whether as
a result of new information, future events, or otherwise.
About Rick's Cabaret:
Rick's Cabaret International, Inc. (NASDAQ: RICK) is home to upscale
adult nightclubs serving primarily businessmen and professionals that
offer live entertainment, dining and bar operations. Nightclubs in New
York City, Miami, Philadelphia, New Orleans, Charlotte, Dallas, Houston,
Minneapolis and other cities operate under the names "Rick's Cabaret,"
"XTC," "Club Onyx" and "Tootsie's Cabaret". Sexual contact is not
permitted at these locations. Rick's Cabaret also operates a media
division, ED Publications, and owns the adult internet membership
website www.couplestouch.com as well as a network of online adult
auction sites under the flagship URL naughtybids.com. Rick's Cabaret
common stock is traded on NASDAQ under the symbol RICK. For further
information contact ir@ricks.com.
About VCG Holding Corp.:
VCG Holding Corp. is an owner, operator, and consolidator of adult
nightclubs throughout the United States. The Company currently owns 20
adult nightclubs located in Anaheim, Indianapolis, St. Louis, Denver,
Colorado Springs, Ft. Worth, Dallas, Raleigh, Minneapolis, Louisville,
Miami, and Portland, ME. For further information visit www.vcgh.com.

Rick's Cabaret International, Inc.
Allan Priaulx,
212-338-0050
allan@ricks.com
or
VCG
Holding Corp.
Courtney Cowgill, 303-934-2424
ccowgill@vcgh.com.
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