Special Meeting to be held October 12, 2021
Acquisition expected
to close in Q4 2021
TORONTO, Sept. 13, 2021 /CNW/ - Score Media and Gaming
Inc. (TSX: SCR) (NASDAQ: SCR) ("theScore" or the
"Company") is pleased to announce that the Company has filed
its management information circular (the "Circular") for the
special meeting (the "Meeting") of the Company's
shareholders (the "Shareholders") to be held on Thursday, October 12, 2021 to approve the
previously announced acquisition of theScore by Penn National
Gaming, Inc. ("Penn National") by way of a plan of
arrangement (the "Arrangement").
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 US$17.00 in
cash (the "Consideration"), all as more particularly
described in the Circular.
Eligible Canadian shareholders will be able to elect to receive,
at any time prior to 5:00 p.m.
(Toronto time) on October 12, 2021 (the "Election
Deadline"), shares of Exchangeco ("Exchangeable Shares")
in lieu of the Penn Shares to which they would otherwise be
entitled. Each whole Exchangeable Share will be exchangeable for
one whole Penn Share, subject to adjustment. All Shareholders will
be entitled to elect, at any time prior to the Election Deadline,
to receive the cash portion of the Consideration in Canadian
dollars rather than U.S. dollars. The terms of the Exchangeable
Shares and each of the elections are more fully described in the
Circular.
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 Thursday,
October 12, 2021 at 11:00 a.m.
(Toronto time). The Company will
be holding the Meeting in a virtual-only format, which will be
conducted via live audio webcast online at
https://meetnow.global/MTQMUXR. During the audio webcast,
Shareholders will be able to hear the Meeting live, and registered
Shareholders and duly appointed proxyholders will be able to submit
questions and vote at the Meeting. The Circular provides important
and detailed instructions about how to participate at the virtual
Meeting.
The Circular, form of proxy, voting instruction form and letter
of transmittal for the Meeting are expected to be mailed to
registered Shareholders on Friday, September
17, 2021 and contain important information with respect to
how registered and beneficial Shareholders may vote at the Meeting.
The Circular and related materials are also available on theScore's
website at www.scoremediaandgaming.com as well as under theScore's
profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Only
Shareholders of record as of the close of business (Toronto time) on September 7, 2021 (and persons they duly appoint
by proxy) are entitled to vote at the Meeting. The deadline for
completed proxies to be received by the Company's transfer agent is
Thursday, October 7, 2021 at
11:00 a.m. (Toronto time).
Receipt of Interim Court Order
On September 10, 2021, the Supreme
Court of British Columbia (the
"Court") granted an interim order in respect of the
Arrangement (the "Interim Order"). The Interim Order
authorizes theScore to proceed with various matters relating to the
Arrangement, including the holding of the Meeting for Shareholders
to consider and vote on the Arrangement.
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 September 10, 2021, the
Company, Penn National and Exchangeco agreed to amend the
arrangement agreement dated August 4,
2021 among such parties and the plan of arrangement for the
Arrangement to, among other things, provide for an amalgamation of
the Company and an indirectly wholly-owned subsidiary of Penn
National as a step in the Arrangement and related matters. A copy
of the amending agreement is available under theScore's profile on
SEDAR at www.sedar.com and on EDGAR at www.sec.gov and the plan of
arrangement, as amended, is attached as Appendix "A" to the
Circular.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or
require assistance with voting may contact the Company's proxy
solicitation agent, Kingsdale Advisors, by telephone at
1-888-302-5677 (toll-free in North
America) or at 416-867-2272 (for collect calls outside of
North America) or by email at
contactus@kingsdaleadvisors.com.
About Score Media and Gaming Inc.
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 North
America, delivering fans highly personalized live scores,
news, stats, and betting information from their favorite teams,
leagues, and players. The Company's sports betting app 'theScore
Bet' delivers an immersive and holistic mobile sports betting
experience and is currently available to place wagers in
New Jersey, Colorado, Indiana and Iowa. theScore also creates and distributes
innovative digital content through its web, social and esports
platforms.
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 Canada and as filed with the
U.S. Securities and Exchange Commission, and elsewhere in documents
that theScore files from time to time with such securities
regulatory authorities in Canada and with the U.S. Securities and
Exchange Commission, including its Management's Discussion &
Analysis and Management Information Circular. theScore does not
intend to update publicly any forward-looking statements except as
required by law. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this press
release may not occur.
SOURCE Score Media and Gaming Inc.
