NASCAR Makes Offer to Acquire International Speedway Corporation
10 11월 2018 - 6:01AM
International Speedway Corporation (NASDAQ Global Select
Market: ISCA; OTC Bulletin Board: ISCB)
(“ISC”) announced today that its Board of
Directors (the “Board”) has received a non-binding offer from
NASCAR, to acquire all of the outstanding shares of Class A common
stock and Class B common stock of the Company, other than the
shares held by the controlling shareholders of ISC, for a cash
purchase price of $42.00 per share. The intention is to
combine ISC and NASCAR as one privately-held group of companies
with the France family as primary owners. A copy of the
proposal letter is attached as Exhibit Number 99.1 to the Company’s
Current Report on Form 8-K, which will be filed with the Securities
and Exchange Commission today.
“In a highly competitive sports and entertainment landscape, a
more unified strategic approach is important to our future growth,”
said Jim France, Chairman of ISC and Chairman and Chief Executive
Officer, NASCAR. “We believe the industry requires structural
changes to best position the sport for long term success and this
offer represents a positive step forward in that direction.”
NASCAR’s proposal letter indicates that the outcome of this
prospective offer will not impact the France family’s long-term
commitment to the sport, nor its interest in maintaining its
current ownership in ISC, as the France family is not interested in
selling its shares of ISC at this time.
The ISC Board has formed a special committee (the “Special
Committee”) comprised of J. Hyatt Brown, Larry Aiello, Jr.,
Larree Renda and William Graves , each of whom is an independent
director of the Company, to act on behalf of the Company to
consider this proposal. Mr. Brown, the Company’s lead
independent director, will serve as Chairman of the Special
Committee. The Special Committee will be advised by
independent legal and financial advisors. NASCAR’s offer will be
reviewed by the Special Committee and will be subject to the
approval of the holders of a majority of the Company’s outstanding
common stock, other than the common stock held by the France
family. In the interim, NASCAR and ISC will continue to
operate as separate and independent entities.
The Company cautions shareholders and others considering trading
in its securities that the Board just received the non-binding
proposal letter from NASCAR and no decisions have been made with
respect to the Company’s response to the proposal. There can
be no assurance that any definitive offer will be made, that any
agreement will be executed or that this or any other transaction
will be approved or consummated.
Forward Looking StatementsThis press release includes certain
forward-looking statements, including statements relating to the
proposed acquisition of ISC by NASCAR, including the expected
benefits of the acquisition and other matters that are not
historical facts. These forward-looking statements involve many
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including, without limitation, the ability of the parties to
successfully negotiate a proposed acquisition on the terms proposed
or at all. These forward-looking statements speak only as of the
date of this press release, and ISC expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of ISC,
including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, for risks and uncertainties
related to ISC’s business which may affect the statements made in
this press release.
Additional InformationNothing in this communication shall
constitute a solicitation to buy or an offer to sell shares of any
series of ISC’s common stock. ISC shareholders and other investors
are urged to read the proxy statement to be filed with the SEC
because it will contain important information relating to the
proposed acquisition of ISC by NASCAR. Copies of ISC’s SEC filings
are available free of charge at the SEC’s website
(http://www.sec.gov). Copies of the filings together with the
materials incorporated by reference therein will also be available,
without charge, by accessing the investor relations portions of
ISC’s website at
http://www.internationalspeedwaycorporation.com/.
Participants in the SolicitationThe directors and executive
officers of ISC and other persons may be deemed to be participants
in the solicitation of proxies in respect of any proposals relating
to the proposed acquisition of ISC. Information regarding the
directors and executive officers of ISC will be available in its
proxy statement, which will be filed with the SEC, and certain of
its Current Reports on Form 8-K. 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 available in the proxy materials regarding the
foregoing to be filed with the SEC. Free copies of these documents
may be obtained as described in the preceding paragraph.
International Speedway Corporation is a leading promoter of
motorsports activities, currently promoting more than 100 racing
events annually as well as numerous other motorsports-related
activities. The Company owns and/or operates 13 of the
nation’s major motorsports entertainment facilities, including
Daytona International Speedway® in Florida (home of the
DAYTONA 500®); Talladega Superspeedway® in Alabama; Michigan
International Speedway® located outside Detroit; Richmond Raceway®
in Virginia; Auto Club Speedway of Southern CaliforniaSM near Los
Angeles; Kansas Speedway® in Kansas City, Kansas; ISM Raceway near
Phoenix, Arizona; Chicagoland Speedway® and Route 66 RacewaySM near
Chicago, Illinois; Homestead-Miami SpeedwaySM in Florida;
Martinsville Speedway® in Virginia; Darlington Raceway® in South
Carolina; and Watkins Glen International® in New York.
The Company also owns and operates Motor Racing NetworkSM, the
nation's largest independent sports radio network and Americrown
Service CorporationSM, a subsidiary that provides catering
services, and food and beverage concessions. In addition, the
Company owns ONE DAYTONA, the retail, dining and entertainment
development across from Daytona International Speedway, and has a
50.0 percent interest in the Hollywood Casino at Kansas
Speedway. For more information, visit the Company's Web site
at www.internationalspeedwaycorporation.com.
CONTACT:
Investor Relations(386) 681-6516
International Speedway (NASDAQ:ISCA)
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