Penn National Gaming, Inc. (NasdaqGS:PENN) entered into a definitive agreement to acquire remaining stake in Score Media and Gaming Inc. (TSX:SCR) from John Levy Family Holdings Ltd., Relay Ventures and others for approximately $2 billion on August 4, 2021. Under the terms of the agreement, the Score shareholders will receive $17.00 in cash and 0.2398 shares of Penn National common stock for each the Score share, which implies a total purchase consideration of $34. Upon completion of the transaction, current Penn National and the Score shareholders will hold approximately 93% and 7% respectively, of the Company's outstanding shares. Penn National expects to fund the approximately US$1 billion cash portion of the consideration using existing cash on its balance sheet. Penn National will fund the acquisition through a mix of cash on hand and common stock and expect the transaction, at the time of close, to be leverage neutral to our lease-adjusted net leverage of 4.0x as of June 30, 2021. The agreement also includes a termination fee payable in certain circumstances. If the arrangement agreement is terminated in certain circumstances relating to changes in recommendation by the board of directors of the Score or the entry by the Score into an alternative transaction, then the Score will be required to pay Penn National a termination fee of $70 million.

The transaction is structured as an arrangement under the Business Corporations Act (British Columbia) and is subject to customary closing conditions, including approval of the shareholders of the Score and Penn National, the Investment Canada Act Approval and all Gaming consents shall have been obtained, the Interim Order and the Final Order shall each have been obtained, the parent shares to be issued pursuant to the arrangement have been approved for listing on the NASDAQ, dissent rights shall not have been exercised in respect of more than 7.5% of the outstanding Shares. the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, and other customary closing conditions as set forth in the arrangement agreement. The transaction is not subject to any financing condition. The Score is subject to customary non-solicitation provisions under the arrangement agreement. The transaction has been unanimously approved by the Boards of Directors of both companies. Score Media and Gaming resolved to recommend approval of the arrangement by its shareholders. On September 10, 2021, the Supreme Court of British Columbia granted an interim order in respect of the Arrangement. On August 18, 2021, notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) were filed with the Federal Trade Commission and the Department of Justice with respect to the Acquisition. The applicable waiting period expired on September 17, 2021. Penn National has also confirmed that the condition in the arrangement agreement relating to required gaming regulatory consents has been satisfied. As of October 7, 2021, Penn National Gaming, has received approval from the Minister of Canadian Heritage under the Investment Canada Act in connection with the acquisition of Score Media and Gaming. The Company will be holding the shareholders meeting on October 12, 2021. Score Media and Gaming shareholders have approved the transaction at the shareholders meeting held on October 12, 2021. As of October 14, 2021, the transaction has been approved by Supreme Court of British Columbia. The transaction is currently expected to close in the first quarter of 2022. The Arrangement is now expected to close in the fourth quarter of 2021. As of October 7, 2021, the transaction is expected to close on October 19, 2021.

Goldman. Sachs & Co. LLC and Code Advisors LLC are acting as financial advisors and Daniel Neff and Zachary Podolsky of Wachtell, Lipton, Rosen & Katz and Bryson Stokes and Geoffrey S. Belsher of Blake, Cassels & Graydon LLP are acting as legal advisors to Penn National in connection with the transaction. Morgan Stanley & Co. LLC and Canaccord Genuity Group are acting as financial advisors and fairness opinion providers and Adam M. Givertz, Andrew Gordon, Catherine Nyarady, Andrew Finch; Brian Krause; Marta Kelly and Yuni Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP and David Woollcombe, Robert Hansen, Patrick McKay, Jeff Oldewening, Jason Gudofsky, Miranda Lam, Kate McNeill-Keller, Vincent Yip and Deron Waldock of McCarthy Tétrault LLP are acting as legal advisors to the Score in connection with the transaction. Greenhill & Co. Canada, Ltd. is acting as independent financial advisor and has delivered a fairness opinion to the Score's board of directors. Osler, Hoskin & Harcourt LLP is acting as legal advisor to the Levy Family in connection with this transaction. Computershare Trust Company of Canada acted as transfer agent to Score. Kingsdale Advisors acted as proxy solicitor to Score and was paid a fee of $75,000. Davies Ward Phillips & Vineberg LLP acted as legal advisor to Greenhill.

Penn National Gaming, Inc. (NasdaqGS:PENN) completed the acquisition of remaining stake in Score Media and Gaming Inc. (TSX:SCR) from John Levy Family Holdings Ltd., Relay Ventures and others on October 19, 2021.