VCG Holding Corporation is an owner of adult nightclubs throughout the United States.

On November 9, 2010, the Company filed a Form 8-K with the Securities and Exchange Commission (“SEC”) to announce that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with other Defendants. Pursuant to the Merger Agreement, Defendants plan to acquire all outstanding shares of the Company’s common stock at the price of $2.25 per share. The total cost to acquire all the outstanding shares of VCG common stock has been estimated at $25 million. The consideration offered to VCG shareholders is grossly inadequate and unfair from a financial point of view. The members of the Company’s Board of Directors voted unanimously to approve the Proposed Transaction and the Merger Agreement.

On January 11, 2012, the Plaintiff filed a notice voluntarily dismissing all claims in this action with prejudice as to all the Defendants.