Special Meeting to be held
Acquisition expected to close in Q4 2021
Under the terms of the Arrangement, an indirect wholly-owned subsidiary of Penn National ("Exchangeco") will acquire all of the outstanding Class A Subordinate Voting Shares of the Company and all of the Special Voting Shares of the Company (together, "Company Shares") for consideration per Company Share of 0.2398 of a share of Penn National common stock (each full share, a "Penn Share") and
Eligible Canadian shareholders will be able to elect to receive, at any time prior to
Recommendation of theScore's Board of Directors
The Board of Directors of theScore (the "Board") has unanimously determined that the Arrangement is in the best interests of theScore and is fair to the Shareholders. The Board is unanimously recommending that Shareholders vote FOR the special resolution to approve the Arrangement. The reasons for the Board's recommendation and some of the key factors it considered in making its determination are described in detail in the Circular.
Voting at Virtual Meeting of Shareholders
The Meeting is scheduled for
The Circular, form of proxy, voting instruction form and letter of transmittal for the Meeting are expected to be mailed to registered Shareholders on
Receipt of Interim Court Order
On
Update on the Closing of the Arrangement
Subject to Shareholders' approval, the final approval of the Arrangement by the Court and the satisfaction of the remaining conditions, including the receipt of certain regulatory approvals, the Arrangement is now expected to close in the fourth quarter of 2021.
Amendment to the Arrangement Agreement and Plan of Arrangement
On
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact the Company's proxy solicitation agent,
About
theScore empowers millions of sports fans through its digital media and sports betting products. Its media app 'theScore' is one of the most popular in
Forward-Looking Information
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.
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 Arrangement and the expected closing thereof, the potential benefits to theScore, Shareholders and Penn National from the Arrangement, the holding of the Meeting and the timing thereof, and the timing of mailing of the Circular and related materials. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business as well as the expected completion of the Arrangement and the timing thereof. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include, but are not limited to: (a) the magnitude and duration of the impact of the COVID-19 pandemic on general economic conditions, capital markets, unemployment, consumer spending and the Company's liquidity, financial condition, supply chain, operations and personnel; (b) the closing of the Arrangement may be delayed or may not occur at all, for reasons beyond the Company's control; (c) the requirement to satisfy the closing conditions in the agreement with Penn National and Exchangeco, including receipt of regulatory approvals and the approval of the Shareholders; (d) potential adverse reactions or changes to business or regulatory relationships resulting from the announcement or completion of the Arrangement; (e) the ability of the Company or Penn National to retain and hire key personnel; (f) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of theScore and Penn National to terminate the agreement between the companies; and (g) other factors as discussed in theScore's Annual Information Form as filed with applicable securities regulatory authorities in
SOURCE
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