HOUSTON, Nov. 25, 2020 /PRNewswire/ -- Landcadia Holdings
II, Inc. (Nasdaq: LCA)("Landcadia II") announced today that
regulatory approval has been obtained from the New Jersey Casino
Control Commission to acquire Golden Nugget Online Gaming, Inc.
("GNOG").
"We are appreciative of the efforts of both the New Jersey
Division of Gaming Enforcement and the Casino Control Commission in
approving our transaction," said Tilman J.
Fertitta, Co-Chairman and CEO of Landcadia II.
"With this regulatory approval, we are one step closer to
completing our acquisition of GNOG," said Landcadia II's General
Counsel, Steven L. Scheinthal.
Further, according to Scheinthal, "we are now waiting on the SEC to
approve our definitive proxy statement for mailing to our
stockholders and approval from our stockholders of the transaction,
which we hope will happen in the near future."
About GNOG
Golden Nugget Online Gaming, Inc. is a
leading online gaming company that is owned by a company wholly
owned by Tilman J. Fertitta. It is
considered a market leader by its peers and was first to bring Live
Dealer and Live Casino Floor to the
United States online gaming market. GNOG was the recipient
of 15 eGaming Review North America Awards, including the coveted
"Operator of the Year" award in 2017, 2018, 2019 and 2020.
About Landcadia Holdings II, Inc.
Landcadia Holdings
II, Inc. is a company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses that is co-sponsored by Fertitta Entertainment, Inc. and
Jefferies Financial Group Inc.
Important Information About the Proposed Transaction and
Where to Find It
Landcadia II has filed a preliminary proxy
statement and intends to file a definitive proxy statement with the
SEC for Landcadia II's stockholder meeting to be held in connection
with the previously announced business combination with GNOG.
Landcadia II's stockholders and other interested persons
are advised to read the preliminary proxy statement and the
amendments thereto and, when available, the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed transaction, as these materials will
contain important information about GNOG, Landcadia II and the
proposed transaction. The definitive proxy statement and
other relevant materials for the stockholder meeting will be mailed
to stockholders of Landcadia II as of the record date for the
meeting which record date is October
29, 2020. Stockholders will also be able to obtain
copies of the preliminary proxy statement, the definitive proxy
statement, when available, and other documents filed with the SEC
that will be incorporated by reference therein, without charge,
once available, at the SEC's web site at www.sec.gov, or by
directing a request to: Landcadia Holdings II, Inc., 1510 West Loop
South, Houston, Texas 77027,
Attention: General Counsel, (713) 850-1010.
Participants in the Solicitation
Landcadia II and its
directors and executive officers may be deemed participants in the
solicitation of proxies from Landcadia II's stockholders with
respect to the proposed transaction. A list of the names of
those directors and executive officers and a description of their
interests in Landcadia II is contained in Landcadia II's
preliminary proxy statement, which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov,
or by directing a request Landcadia Holdings II, Inc., 1510 West
Loop South, Houston, Texas 77027,
Attention: General Counsel, (713) 850-1010. Additional
information regarding the interests of such participants will be
contained in the definitive proxy statement for the proposed
transaction when available.
GNOG and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of Landcadia II in connection with the proposed
transaction. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed transaction will be included in the definitive proxy
statement for the proposed transaction when available.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Landcadia II's and GNOG's actual results may differ
from their expectations, estimates and projections and
consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, GNOG's expectations with respect to future performance
and anticipated financial impacts of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction
and the timing of the completion of the proposed transaction.
These forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors
are outside Landcadia II's and GNOG's control and are difficult to
predict. Factors that may cause such differences include, but
are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
purchase agreement for the proposed transaction (the "Purchase
Agreement"), (2) the outcome of any legal proceedings that may be
instituted against Landcadia II and GNOG following the announcement
of the Purchase Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed transaction,
including due to failure to obtain approval of the stockholders of
Landcadia II or satisfy other conditions to closing in the Purchase
Agreement; (4) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Purchase Agreement or could otherwise cause the transaction to fail
to close; (5) the impact of COVID-19 on GNOG's business and/or the
ability of the parties to complete the proposed transaction; (6)
the inability to obtain or maintain the listing of Landcadia II's
shares of common stock on Nasdaq following the proposed
transaction; (7) the risk that the proposed transaction disrupts
current plans and operations as a result of the announcement and
consummation of the proposed transaction; (8) the ability to
recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition, the
ability of GNOG to grow and manage growth profitably and retain its
key employees; (9) costs related to the proposed transaction; (10)
changes in applicable laws or regulations; (11) the possibility
that GNOG or Landcadia II may be adversely affected by other
economic, business, and/or competitive factors; and (12) other
risks and uncertainties indicated from time to time in the proxy
statement relating to the proposed transaction, including those
under "Risk Factors" therein, and in Landcadia II's other filings
with the SEC. The foregoing list of factors is not exclusive.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither GNOG nor Landcadia II undertakes or accepts any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
No Offer or Solicitation
This press release shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed
transaction. This press release shall also not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act of 1933, as
amended.
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SOURCE Landcadia Holdings II, Inc.