International Speedway Corporation (NASDAQ Global Select
Market: ISCA; OTC Bulletin Board: ISCB)
(“ISC”) has delivered a written communication to
NASDAQ stating that it has called a special meeting of shareholders
on October 16, 2019, for the purpose of voting to approve the
merger (the “Merger”) of Nova Merger Sub, Inc., a Florida
corporation (“Merger Sub”) and a wholly owned subsidiary NASCAR
Holdings, Inc., a Florida Corporation (“Parent”), with and into the
Company. The Merger is anticipated to close on October 18, 2019,
subject to satisfaction or waiver of all closing conditions. ISC
delivered the foregoing written communication in accordance with
the requirements of section 12(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), to further notify NASDAQ
that, on October 18, 2019, ISC intends to direct NASDAQ to suspend
trading in shares of ISC Class A common stock, and to also request
that NASDAQ file a Form 25 with the United States Securities and
Exchange Commission. The Form 25 starts the formal process by which
ISC’s Class A common stock will be delisted from NASDAQ and
withdrawn from the reporting requirements under the Exchange Act.
TRANSACTION DETAILS
Under the terms of the merger agreement with
Parent, stockholders of ISC (other than holders who have elected to
dissent from the Merger and seek appraisal rights and holders of
the rollover shares (as defined in the merger agreement)) will
receive $45.00 in cash in exchange for their shares. The merger
agreement was unanimously adopted by a special committee of
independent directors of the board of directors of ISC (the
“Board”) as well as the Board. The transaction remains subject to
the receipt of approval of ISC’s shareholders and is conditioned on
other customary closing conditions.
Upon the closing of the Merger, Parent will own
100% of the outstanding shares of ISC. Therefore, because ISC will
become a wholly owned subsidiary of Parent after the closing,
Parent and ISC have agreed to take certain steps to delist ISC’s
Class A common stock from NASDAQ and to withdraw such shares from
the reporting obligations under the Exchange Act.
PARENT
NASCAR Holdings, Inc., through its subsidiaries,
operates as a sports sanctioning body. It also provides news,
statistics, and information services on races, drivers, teams, and
industry events. NASCAR Holdings, Inc. was founded in 2004 and is
based in Daytona Beach, Florida.
ISC
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. ISC 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.
ISC also owns and operates Motor Racing NetworkSM,
the nation's largest independent sports radio network, Racing
Electronics, the leader in motorsports communication technology and
equipment and Americrown Service CorporationSM, a subsidiary that
provides catering services, and food and beverage concessions. In
addition, ISC owns ONE DAYTONA, the retail, dining and
entertainment development across from Daytona International
Speedway, and has a 50 percent interest in the Hollywood Casino at
Kansas Speedway. For more information, visit ISC's Web site at
www.internationalspeedwaycorporation.com.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE
TRANSACTION AND WHERE TO FIND IT
This communication is being made in respect of the
proposed merger transaction (the “Merger”) involving International
Speedway Corporation (“ISC”) and NASCAR Holdings, Inc. (“Parent”).
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
ISC has filed a proxy statement and other documents with the
Securities and Exchange Commission (the “SEC”). Before making any
voting decision, investors and shareholders of ISC are urged to
carefully read the definitive proxy statement filed on September
17, 2019, because it contains important information regarding ISC,
Parent and the Merger.
This press release is not a substitute for the
proxy statement or any other document which ISC may file with the
SEC in connection with the proposed transaction. INVESTORS AND
SHAREHOLDERS OF ISC ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT ISC HAS FILED, OR WILL BE FILED, WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The definitive proxy statement and other
documents filed by ISC with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov. In addition, the documents
filed by ISC may be obtained free of charge from ISC at
www.internationalspeedwaycorporation.com under investor
relations.
FORWARD-LOOKING STATEMENTS
All statements in this communication other than
statements of historical fact contained in this report are
forward-looking statements. Forward-looking statements usually
relate to future events and anticipated revenues, earnings, cash
flows or other aspects of our operations or operating results.
Forward-looking statements are often identified by the words
“anticipate,” “guidance,” “assumptions,” “projects,” “estimates,”
“outlook,” “expects,” “continues,” “intends,” “plans,” “believes,”
“forecasts,” “future,” “potential,” “may,” “foresee,” “possible,”
“should,” “would,” “could” and variations of such words or similar
expressions, including the negative thereof. These forward-looking
statements are based on our current expectations, beliefs and
assumptions concerning future developments and business conditions
and their potential effect on us. While management believes that
these forward-looking statements are reasonable as and when made,
there can be no assurance that future developments affecting us
will be those that we anticipate.
Risks and uncertainties that could cause results to
differ materially from those expected by the management of ISC
include the expected timing and likelihood of completion of the
proposed transaction, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the proposed transaction, the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement, the possibility that ISC’s shareholders may not
approve the merger agreement, the risk that the parties may not be
able to satisfy the conditions to the proposed transaction in a
timely manner or at all, risks related to disruption of management
time from ongoing business operations due to the proposed
transaction, the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of ISC common stock, the risk of any unexpected costs or expenses
resulting from the proposed transaction, the risk of any litigation
relating to the proposed transaction, the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of ISC to retain and hire key personnel and maintain
relationships with its suppliers and customers and on its operating
results and businesses generally, the risk that the proposed
transaction could distract management of ISC, the risk that ISC
will incur substantial costs in connection with the proposed
transaction, as well as other important factors that could cause
actual results to differ materially from those projected. All of
ISC’s forward-looking statements involve risks and uncertainties
(some of which are significant or beyond our control) and
assumptions that could cause actual results to differ materially
from our historical experience and our present expectations or
projections. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the parties’
businesses, including those described in ISC’s Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other documents filed from time to time by ISC with the
SEC. ISC cautions you not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
ISC undertakes no obligation to publicly update or revise any of
our forward-looking statements after the date they are made,
whether as a result of new information, future events or otherwise,
except to the extent required by law.
CONTACT:
Investor Relations(386) 681-6516
International Speedway (NASDAQ:ISCA)
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International Speedway (NASDAQ:ISCA)
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