Speedway Motorsports, LLC (“Speedway Motorsports”), a leading marketer, promoter and sponsor of motorsports entertainment, and Dover Motorsports, Inc. (NYSE: DVD) (“Dover Motorsports”) today announced that the companies have entered into a definitive agreement under which Speedway Motorsports has agreed to acquire Dover Motorsports for $3.61 per share in cash for an approximate total equity value of $131.5 million. The transaction was announced today by Speedway Motorsports President and CEO Marcus Smith and Dover Motorsports President and CEO Denis McGlynn.
Under the terms of the merger agreement, Speedway Motorsports, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Dover Motorsports. The offer price represents a 58.3% premium to the closing stock price on November 8, 2021. All Dover Motorsports stockholders will receive the same per share consideration in the transaction. The holders of approximately 57.5% of the total aggregate shares of Dover Motorsports, or 92% of the voting power, have agreed to tender their shares subject to the terms of a tender and support agreement.
“We’ve been committed to working for the fans and growing the sport of NASCAR for more than 60 years,” said Smith. “This is a tremendous opportunity for us to continue growing our investment in motorsports.
“I’d like to thank Denis McGlynn and the Dover Motorsports board for their cooperation and support in our goal to exceed customer expectations and create amazing lifetime experiences for all NASCAR fans.”
“While this marks the end of our 52 years as an independent operator in NASCAR,” said McGlynn, “our future advancement is best secured by joining forces with a major player in the sport and we are happy to be able to become part of the Speedway Motorsports family and to be able to work with Marcus Smith as NASCAR embraces its future.”
The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the voting power of all outstanding shares of Dover Motorsports, receipt of applicable approvals and certain other conditions. Upon the successful completion of the tender offer, Speedway Motorsports’ acquisition subsidiary will be merged into Dover Motorsports, and any remaining shares of Dover Motorsports stock will be cancelled and converted into the right to receive the price per share payable in the tender offer.
The transaction has been approved by Speedway Motorsports. The Board of Directors of Dover Motorsports formed a special committee to review, evaluate and negotiate the definitive agreement. Acting upon the unanimous recommendation of the special committee, the Board of Directors of Dover Motorsports approved the transaction. The transaction is expected to close by the end of this calendar year.
Raymond James & Associates, Inc. is acting as financial advisor to Dover Motorsports and has rendered a fairness opinion to the board of directors of Dover Motorsports in connection with the transaction. Faegre Drinker Biddle & Reath LLP is acting as legal counsel to Dover Motorsports. Parker Poe Adams & Bernstein LLP is acting as legal counsel to Speedway Motorsports.
No further public comments from executives or officers of Speedway Motorsports and Dover Motorsports will be made until the transaction closes.
— Speedway Motorsports Inc. —