GNOG Golden Nugget Online Gaming Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material Pursuant to § 240.14a-12

 

LANDCADIA HOLDINGS II, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x	No fee required.

 

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

 

¨	Fee paid previously with preliminary materials.

 

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

(1)	Amount previously paid:
(2)	Form, Schedule or Registration Statement No.:
(3)	Filing Party:
(4)	Date Filed:

 

 

In connection with the proposed business combination between Landcadia Holdings II, Inc. and Golden Nugget Online Gaming, Inc. (“GNOG”), on November 25, 2020, GNOG issued a press release announcing regulatory approval has been obtained from the New Jersey Casino Control Commission to acquire GNOG. A copy of such press release is being filed herewith as soliciting material.

 

  

LANDCADIA HOLDINGS II, INC. OBTAINS NEW JERSEY REGULATORY APPROVAL

 

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.

 

 

MEDIA CONTACTS:
	Katelyn Roche Gosslee, Katelyn@dpwpr.com
	Mary Ann Cuellar, MaryAnn@dpwpr.com
	Dancie Perugini Ware Public Relations
	713-224-9115
	Rick Liem rliem@ldry.com 713-386-7000