DAYTONA BEACH, Fla., May 22, 2019 (GLOBE NEWSWIRE) -- International Speedway Corporation (NASDAQ Global Select Market: ISCA; OTC Bulletin Board: ISCB) (“ISC”) announced today that it has entered into an Agreement and Plan of Merger (“Merger Agreement”) with NASCAR Holdings, Inc. (“NASCAR”) pursuant to which NASCAR will acquire ISC. The transaction is valued at approximately $2.0 billion. The consideration to be paid to ISC’s shareholders (other than certain controlling shareholders of ISC and certain related entities (the “Participating Shareholders”)) will be $45.00 in cash for each share of ISC Class A Common Stock and ISC Class B Common Stock. The Merger Agreement was unanimously recommended and approved by a special committee comprised solely of independent directors of the Board of Directors of ISC (the “Board”) and was unanimously approved by the full Board. In addition, the Participating Shareholders have signed a letter agreement to cause their respective shares of ISC Class A Common Stock and ISC Class B Common Stock to be transferred to NASCAR prior to the effective time of the merger.
TRANSACTION DETAILS
Under the terms of the Merger Agreement, ISC shareholders (other than the Participating Shareholders) will be entitled to receive $45.00 in cash, without interest, for each share of ISC Class A Common Stock and ISC Class B Common Stock held immediately prior to the effective time of the merger.
The transaction, which is expected to close in calendar year 2019, is conditioned on the approval of a majority of the aggregate voting power represented by the shares of ISC Class A Common Stock and ISC Class B Common Stock not owned by the controlling shareholders of ISC, voting together as a single class. The transaction is also conditioned on other customary closing conditions.
In connection with the transaction negotiations, counsel for the plaintiff in The Firemen’s Retirement System of St. Louis v. James C. France, et al., Case No. 2018-CA-032105-CICI (Seventh Judicial Circuit, Volusia County, Florida), the previously-disclosed class action lawsuit on behalf of ISC shareholders challenging the transaction, met with representatives of the Special Committee, and has determined to not challenge the fairness of the transaction price.
ADVISORS
Dean Bradley Osborne Partners LLC is serving as financial advisor to the ISC Special Committee, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to the ISC special committee. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to NASCAR, and Baker Botts L.L.P. is acting as legal counsel for NASCAR. BDT & Company is serving as financial advisor to the France family. Saul Ewing Arnstein & Lehr LLP is acting as legal counsel to ISC.
NASCAR
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.
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