This Amendment No. 4 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission (the “SEC”) on November 23, 2021, and amended
and supplemented by Amendment No. 1 filed with the SEC on December
1, 2021, Amendment No. 2 filed with the SEC on December 13, 2021,
and Amendment No. 3 filed with the SEC on December 14, 2021
(the “Schedule TO”) by Speedco II, Inc. (“Purchaser”), a Delaware
corporation and a wholly owned subsidiary of Speedway Motorsports,
LLC (“Speedway”), a Delaware limited liability company and an
indirect wholly owned subsidiary of Sonic Financial Corporation
(“SFC”), a North Carolina corporation, for any and all of the
outstanding shares of (i) common stock, par value $0.10 per share
(“Common Stock”), and (ii) class A common stock, par value $0.10
per share (“Class A Stock”, and together with the Common Stock, the
“Shares”) of Dover Motorsports, Inc., a Delaware corporation
(“Dover”), at a price of $3.61 per Share, without interest, net to
the seller in cash, and subject to any required withholding of
taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated November 23, 2021 (the “Offer to
Purchase”), a copy of which is attached to the Schedule TO as
Exhibit (a)(1)(A), and in the related letter of transmittal (the
“Letter of Transmittal”, a copy of which is attached to the
Schedule TO as Exhibit (a)(1)(B), and which, together with the
Offer to Purchase and other related materials, as each may be
amended or supplemented from time to time, constitutes the
“Offer”).
The information set forth in the Offer to Purchase, including
Schedule I thereto, is incorporated by reference to the extent
stated herein in response to Items 1 through 9 and Item 11 of the
Schedule TO, and is supplemented by the information specifically
provided in the Schedule TO.
Except as otherwise set forth in this Amendment, the information
set forth in the Schedule TO remains unchanged and is incorporated
herein by reference to the extent relevant to the items in this
Amendment. Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Offer to Purchase or in the
Schedule TO.
Items 1 through 9 and Item 11
The Offer to Purchase and Items 1 through 9 and Item 11 of the
Schedule TO, to the extent such Items incorporate by reference the
information contained in the Offer to Purchase, are hereby amended
and supplemented as follows:
“The Offer and withdrawal rights expired as scheduled one minute
following 11:59 p.m. (12:00 midnight) New York City time, on
Tuesday, December 21, 2021. The Depositary has indicated that as of
the Expiration Time, a total of 32,932,500 Shares (excluding
Shares with respect to which Notices of Guaranteed Delivery were
received by the Depositary, but which Shares such Notices of
Guaranteed Delivery represent were not yet delivered to the
Depositary) have been validly tendered and not validly withdrawn
pursuant to the Offer, representing approximately 90.5% of the
outstanding Shares as of the Expiration Time. In addition, Notices
of Guaranteed Delivery have been delivered with respect to
297,952 Shares, representing approximately 0.8% of the
outstanding Shares. The number of Shares validly tendered and not
properly withdrawn pursuant to the Offer satisfies the Minimum
Condition. All conditions to the Offer having been satisfied or
waived, Purchaser has accepted for payment and will promptly pay
for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer,
Purchaser acquired a sufficient number of Shares to complete the
Merger without a vote of the Dover stockholders pursuant to Section
251(h) of the DGCL. Accordingly, Speedway and Purchaser expect to
consummate the Merger on Wednesday, December 22, 2021 pursuant to
Section 251(h) of the DGCL. Pursuant to the Merger Agreement, in
the Merger, each Share that is issued and outstanding immediately
prior to the Effective Time (other than Shares (i) owned by Dover
as treasury stock, (ii) owned by Purchaser or irrevocably accepted
for purchase by Purchaser in the Offer, or (iii) held by
Dover’s stockholders who are entitled to and properly demand and do
not lose or withdraw their appraisal rights under the DGCL) will be
converted automatically into the right to receive the Offer Price
in cash, without interest and subject to any required withholding
of taxes. Following the Merger, all Shares will be delisted from
the NYSE and deregistered under the Exchange Act.
On Wednesday, December 22, 2021, Dover and Speedway issued a joint
press release relating to the expiration and results of the Offer
and the expected consummation of the Merger. The full text of the
joint press release is attached as Exhibit (a)(5)(B) hereto.”