Item 1.01. Entry Into a Material Definitive Agreement.
On
The Arrangement Agreement and Plan of Arrangement provide that each holder of
Shares ("theScore Shareholder") will receive for each Share, other than any
Shares transferred to the Purchaser by shareholders who properly exercise
dissent rights under the BCBCA or any Shares held by the Company, Purchaser or
any of their respective subsidiaries, (a)
Each Exchangeable Share will be exchangeable into one share of Company Common Stock (the "Exchangeable Share Exchange Ratio") at the option of the holder, subject to customary adjustments for stock splits or other reorganizations. In addition, the Company may require all outstanding Exchangeable Shares to be exchanged into shares of Company Common Stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances. Holders of Exchangeable Shares will be entitled to receive dividends economically equivalent to the dividends declared by the Company with respect to the Company Common Stock, unless there is an adverse tax consequence to Purchaser and Purchaser elects to equitably adjust the Exchangeable Share Exchange Ratio in lieu of paying such equivalent dividend. The Exchangeable Shares will not be entitled to cast votes on matters for which holders of shares of Company Common Stock are entitled to vote nor will the Exchangeable Shares be listed for trading on any stock exchange.
All vested options and awards of restricted share units of theScore, and all options and awards of restricted stock units of theScore held by non-employee directors, will receive a cash payment at closing equal to the per-share value of the Transaction Consideration less the exercise price (if applicable). Unvested options and awards of restricted share units of theScore held by theScore employees will generally be converted into options to purchase Company Common Stock ("Company Option") or restricted stock units covering Company Common Stock ("Company RSU"), as applicable. Unvested options and awards of restricted share units of theScore held by persons that are not directors or employees will generally be converted into options to purchase Exchangeable Shares ("Purchaser Options") or restricted stock units covering Exchangeable Shares ("Purchaser RSU"), as applicable.
Representations, Warranties and Covenants
The Arrangement Agreement contains customary representations and warranties from the Company, Purchaser and theScore, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business prior to the closing, (2) the use of reasonable best efforts to consummate the Acquisition and (3) solely in the case of theScore, holding a meeting of theScore Shareholders to obtain their requisite approvals in connection with the Acquisition and, subject to certain exceptions, to recommend that such approval be provided. The Arrangement Agreement also prohibits theScore from soliciting competing acquisition proposals, except that, subject to customary exceptions and limitations, theScore may provide information to, and negotiate with, a third party that makes an unsolicited acquisition proposal if the board of directors of theScore determines that such acquisition proposal constitutes or would reasonably be expected to result in a superior proposal.
Conditions
Completion of the Acquisition is subject to certain conditions, including, among
others, (1) the approval of 66 ?% of the votes cast by theScore Shareholders
and, if required by applicable Canadian securities laws, a simple majority of
the votes cast by theScore Shareholders (voting on a separate class basis),
excluding Shares held by persons required to be excluded under such laws,
(2) the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) receipt of
applicable state gaming approvals and (4) approval under the Investment Canada
Act (
Termination Rights
The Arrangement Agreement contains certain termination rights for both the
Company and theScore, including, among others, if (1) the Acquisition is not
consummated by
If the Arrangement Agreement is terminated in certain circumstances relating to
changes in recommendation by the board of directors of theScore or the entry by
theScore into an alternative transaction, then theScore will be required to pay
to the Company a termination fee of
If the Arrangement Agreement is terminated in certain circumstances relating to
a failure to receive regulatory approvals, then the Company will be required to
make an investment in theScore Class A Shares for an aggregate purchase price of
Support Agreements
Contemporaneously with the execution of the Arrangement Agreement, the Company and Purchaser entered into voting support agreements with the directors of . . .
Item 3.02 Unregistered Sale of
The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the Arrangement Agreement and the issuance of Consideration Shares, Company Options, Company RSUs, Purchaser Options and Purchaser RSUs thereunder is incorporated into this Item 3.02 by reference.
The Consideration Shares, Company Options, Company RSUs, Purchaser Options and Purchaser RSUs to be issued under the Arrangement Agreement will be issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval.
Item 8.01 Other Events
On
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "estimates," "projects," "intends," "plans," "goal,"
"seeks," "may," "will," "should," or "anticipates" or the negative or other
variations of these or similar words, or by discussions of future events,
strategies or risks and uncertainties. Specifically, forward-looking statements
include, but are not limited to, statements regarding the Company's acquisition
of theScore, the Company's digital strategy, the potential benefits of the
acquisition of theScore, including benefits for the Company's digital betting
and content platform through the integration of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1 Arrangement Agreement by and amongPenn National Gaming, Inc. , 1317774B.C. LTD. and Score Media and Gaming Inc., dated as ofAugust 4, 2021 .* 99.1 Press Release, datedAugust 5, 2021 , issued byPenn National Gaming, Inc. and Score Media and Gaming Inc. 99.2 Investor Presentation, datedAugust 5, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Annexes, schedules and/or exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K.
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