DOVER, Del., Feb. 8, 2019 /PRNewswire/ -- Dover Downs
Gaming & Entertainment, Inc. (NYSE: DDE) and Twin River
Worldwide Holdings, Inc. today announced that Twin River's
registration statement containing the Dover Downs proxy statement
in respect of the merger with Twin River had been declared
effective by the Securities and Exchange Commission (the "SEC") and
that the special meeting of Dover Downs stockholders to consider
the merger had been scheduled for 8:00 am,
Eastern time, on March 26, 2019, at the Dover Downs
Hotel & Casino. Dover Downs stockholders of record at the close
of business on February 5, 2019 may
vote at the meeting. Subject to the receipt of stockholder approval
and the satisfaction of other conditions including regulatory
approvals as set forth in the parties' SEC filings, the merger is
expected to close shortly following the special meeting.
About Twin River
Twin River owns and manages two casinos in Rhode Island and one in Mississippi, as well as a Colorado horse race track that possesses 13
OTB licenses. Properties include Twin River Casino Hotel
(Lincoln, RI), Hard Rock Hotel
& Casino (Biloxi, MS),
Tiverton Casino Hotel (Tiverton,
RI) and Arapahoe Park (Aurora,
CO). Twin River's expertise spans various entertainment
categories, including regional, destination and resort
environments. Its casinos range in size from 1,100 slots and 32
table games facilities to properties with 4,200 slots and 115 table
games, along with hotel and resort amenities. Twin River's
headquarters are located at 100 Twin River Road, Lincoln, RI 02865.
About Dover Downs
Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE:
DDE), Dover Downs Hotel & Casino® is a premier gaming and
entertainment resort destination in the Mid-Atlantic region. Gaming
operations consist of approximately 2,200 slots, a full complement
of table games, including poker, and a newly expanded race and
sports book taking single game wagers on professional and college
sports. The AAA-rated Four Diamond hotel is Delaware's largest with 500 luxurious
rooms/suites and amenities including a full-service spa/salon,
concert hall and 41,500 sq. ft. of multi-use event space. Live,
world-class harness racing is featured November through April, and
horse racing is simulcast year-round. Additional property amenities
include multiple restaurants from fine dining to casual fare,
bars/lounges and retail shops. For more information, please visit
www.doverdowns.com.
Additional Information and Where to Find It
In connection with the proposed transaction, Twin River filed a
registration statement on Form S-4 (File No. 333-228973) with the
SEC that includes a combined proxy statement/prospectus. The
registration statement was declared effective by the SEC on
February 8, 2019, and a definitive
proxy statement/prospectus is expected to be sent to each Dover
Downs stockholder entitled to vote at the special meeting in
connection with the proposed transaction on or about February 13, 2019. This communication is not
a substitute for any proxy statement, registration statement,
prospectus or other documents Dover Downs and/or Twin River may
file with the SEC in connection with the proposed transaction.
INVESTORS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE
DOCUMENTS, ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND
OTHER DOCUMENTS FILED BY DOVER
DOWNS OR TWIN RIVER WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION.
Investors are able to obtain free copies of these materials and
other documents filed with the SEC by Dover Downs and/or Twin River
through the website maintained by the SEC at www.sec.gov. Investors
are also able to obtain free copies of the documents filed by Dover
Downs and/or Twin River with the SEC from the respective companies
by directing a written request to Dover Downs at Dover Downs Gaming
& Entertainment, Inc., 1131 North DuPont Highway, Dover, Delaware 19901 or by calling (302)
857-3292, or contact Twin River at Twin River Worldwide Holdings,
Inc., 100 Twin River Road, Lincoln,
RI 02865 or by calling (401) 475-8474.
No Offer or Solicitation
This communication is for informational purposes only and not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to, or in connection with, the proposed transaction or
otherwise, nor will there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities will be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended (the "Securities Act"), and otherwise in
accordance with applicable law.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
investor. Dover Downs, Twin River, their respective directors,
executive officers and other members of their management and
employees may be deemed to be participants in the solicitation of
proxies from stockholders of Dover Downs in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, are set forth in the
relevant materials filed with the SEC. Information regarding the
directors and executive officers of Dover Downs is contained in
Dover Downs' definitive proxy statement in respect of the merger,
its proxy statement for its 2018 annual meeting of stockholders,
filed with the SEC on March 29, 2018,
its annual report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC
on March 1, 2018, its quarterly
report on Form 10-Q for the quarter ended September 30, 2018, which was filed with the SEC
on November 8, 2018 and certain of
its current reports filed on Form 8-K. These documents can be
obtained free of charge from the sources indicated above.
Caution Concerning Forward-Looking Statements
This communication contains "forward-looking" statements as that
term is defined in Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended by the
Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed transaction between Dover Downs
and Twin River and other corporate actions. All statements, other
than historical facts, including statements regarding the expected
timing of the proposed transaction, the ability of the parties to
complete the proposed transaction considering the various closing
conditions and any assumptions underlying any of the foregoing, are
forward-looking statements.
Forward-looking statements concern future circumstances and
results and other statements that are not historical facts and are
sometimes identified by the words "may," "will," "should,"
"potential," "intend," "expect," "endeavor," "seek," "anticipate,"
"estimate," "overestimate," "underestimate," "believe," "could,"
"project," "predict," "continue," "target" or other similar words
or expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved.
Any forward-looking statements speak only as of the date of this
communication. Neither Dover Downs nor Twin River undertakes any
obligation to update any forward-looking statements, whether as a
result of new information or development, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
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SOURCE Twin River Worldwide Holdings, Inc.