- Transaction Creates North America’s Leading
Digital Sports Content, Gaming and Technology Company -
Penn National Gaming, Inc. (PENN: NASDAQ) (“Penn National” or
the “Company”) today completed its previously announced acquisition
of Score Media and Gaming Inc. (“theScore”) for total consideration
of approximately U.S.$2.0 billion in cash and stock.
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the full release here:
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The acquisition of theScore fortifies Penn National’s digital
media and gaming strategy, creating a complete one-stop
entertainment destination. theScore is the third most popular
sports media app in North America and number one in Canada. Adding
theScore’s fully integrated media and betting platform and
cutting-edge technology will further strengthen Penn National’s
existing ecosystem and ability to seamlessly serve its customers.
Pairing theScore with Barstool Sports provides Penn National with
two of North America’s most powerful and unique sports media
assets, with the capabilities to generate best-in-class engagement
and enhanced customer acquisition and retention across its media
and gaming properties.
“We’re excited to be creating this powerful new entertainment
flywheel that will provide us with multiple growth channels that
transcend our current business verticals,” said Jay Snowden,
President and CEO of Penn National Gaming. “We look forward to
entering the Canadian gaming market, which represents a compelling
new opportunity, and are proud to have John Levy and his family and
their entire team bring their best-in-class technology, unique
perspective and skill sets to our Penn National family,” concluded
Mr. Snowden.
John Levy, Chairman and Chief Executive Officer of theScore,
commented, “It is a truly exciting time to join Penn National and
collaborate with their team to build a highly innovative and
first-of-its-kind sports media and gaming company. There is natural
alignment between the two companies, and we are perfectly
positioned to capitalize on the growing entertainment opportunities
across mobile sports media, sports betting and online casino. We
believe the combined company is well-positioned to continue growing
our business across North America, including the expected opening
of sports betting and iGaming in Ontario later this year.”
Early Warning Reporting
Immediately prior to the effective date of the transaction, Penn
National and its subsidiaries owned an aggregate of 1,666,667 Class
A Subordinate Voting Shares of theScore (“Class A Shares”),
representing approximately 2.98% of the outstanding shares of
theScore (“theScore Shares”) at such time. Under the terms of the
transaction, 1317774 B.C. Ltd. (the “Purchaser”), an indirectly
wholly owned subsidiary of Penn National, acquired each of the
issued and outstanding theScore Shares (other than those held by
Penn National and its subsidiaries) for US$17.00 (approximately
C$21.04 based on the Bank of Canada’s USD/CAD exchange rate on
October 18, 2021, the date prior to the effective date of the
acquisition) and either 0.2398 of a share of Penn National common
stock (each whole share, a “Penn Share”) or, if validly elected,
0.2398 of an exchangeable share in the capital of the Purchaser
(each whole share, an “Exchangeable Share”). The aggregate
consideration delivered pursuant to the transaction for theScore
Shares (including cash payments in lieu of fractional shares) was
US$922,813,176.67 (approximately C$1,141,981,306.13), 12,319,340
Penn Shares and 697,539 Exchangeable Shares. Each whole
Exchangeable Share is exchangeable for one whole Penn Share,
subject to adjustment. The closing trading price of a Penn Share on
NASDAQ on October 18, 2021, the date prior to the effective date of
the transaction, was US$77.30 (approximately C$95.66).
An early warning report will be filed on SEDAR at www.sedar.com
under the theScore’s profile. In order to obtain a copy of the
early warning report, please contact Penn National’s Secretary at:
(610) 373-2400.
The Class A Shares will be delisted from the Toronto Stock
Exchange and theScore intends to apply to cease to be a reporting
issuer in Canada. The Class A Shares have been suspended from
trading and will be delisted from NASDAQ and deregistered under the
Securities Exchange Act of 1934 in accordance with applicable law.
The Toronto Stock Exchange will disseminate a notice announcing the
delisting of the Class A Shares in due course. Registered holders
of Class A Shares should send their completed and executed letters
of transmittal and related share certificates, if any, to the
depository for the transaction, Computershare Investor Services
Inc., as soon as possible in order to receive the consideration to
which they are entitled under the transaction.
In connection with the closing of the acquisition, the Purchaser
has obtained an order from the Canadian securities regulatory
authorities exempting it from the Canadian continuous disclosure
obligations on a basis consistent with the conditions set out in
applicable securities law provisions that would otherwise apply to
the Purchaser but for the terms of the Exchangeable Shares not
providing for voting rights.
The amount specified in respect of each Exchangeable Share for
the purposes of subsection 191(4) of the Income Tax Act (Canada)
shall be C$94.756.
About Penn National Gaming
With the nation's largest and most diversified regional gaming
footprint, including 43 properties across 20 states, Penn National
continues to evolve into a highly innovative omni-channel provider
of retail and online gaming, live racing and sports betting
entertainment. Penn National’s properties feature approximately
50,000 gaming machines, 1,300 table games and 8,800 hotel rooms,
and operate under various well-known brands, including Hollywood,
Ameristar, and L'Auberge. Penn National’s wholly-owned interactive
division, Penn Interactive Ventures, LLC, operates retail sports
betting across its portfolio, as well as online social casino,
bingo, and iCasino products. In February 2020, Penn National
entered into a strategic partnership with Barstool Sports, Inc.
(“Barstool”) whereby Barstool will exclusively promote Penn
National’s land-based and online casinos and sports betting
products, including the Barstool Sportsbook mobile app, to its
national audience. Penn National’s omni-channel approach is
bolstered by the mychoice loyalty program, which rewards and
recognizes its over 24 million members for their loyalty to both
retail and online gaming and sports betting products with the most
dynamic set of offerings, experiences, and service levels in the
industry. Penn National is a corporation organized under the laws
of the Commonwealth of Pennsylvania. The Purchaser, an indirectly
wholly owned subsidiary of Penn National, is a British Columbia
corporation that was formed in connection with the Arrangement. The
head office of the Purchaser and Penn National is located at 825
Berkshire Blvd., Suite 200, Wyomissing, Pennsylvania, 19610.
About theScore
theScore empowers millions of sports fans through its digital
media and sports betting products. Its media app ‘theScore’ is one
of the most popular in North America, delivering fans highly
personalized live scores, news, stats, and betting information from
their favorite teams, leagues, and players. theScore’s sports
betting app ‘theScore Bet’ delivers an immersive and holistic
mobile sports betting experience and is currently available to
place wagers in New Jersey, Colorado, Indiana and Iowa. theScore
also creates and distributes innovative digital content through its
web, social and esports platforms. The head office of theScore is
located at 500 King Street West, Fourth Floor, Toronto, Ontario,
M5V 1L9.
Forward Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
and applicable Canadian securities laws.
These statements can be identified by the use of forward-looking
terminology such as “expects,” “believes,” “estimates,” “projects,”
“intends,” “plans,” “goal,” “seeks,” “may,” “will,” “should,” or
“anticipates” or the negative or other variations of these or
similar words, or by discussions of future events, strategies or
risks and uncertainties. Specifically, forward-looking statements
include, but are not limited to, statements regarding the expected
delisting of theScore Shares from the TSX and NASDAQ and the
Company’s digital media and gaming strategy. Such statements are
all subject to risks, uncertainties and changes in circumstances
that could significantly affect the Company’s future financial
results and business. Accordingly, the Company cautions that the
forward-looking statements contained herein are qualified by
important factors that could cause actual results to differ
materially from those reflected by such statements. Such factors
include, but are not limited to: (a) the magnitude and duration of
the impact of the COVID-19 pandemic on general economic conditions,
capital markets, unemployment, consumer spending and the Company’s
liquidity, financial condition, supply chain, operations and
personnel; (b) the Company may not be able to achieve the
anticipated financial returns from the acquisition of theScore due
to fees, costs and taxes in connection with the integration of
Barstool Sports and theScore; (c) potential adverse reactions or
changes to business or regulatory relationships resulting from the
announcement or completion of the acquisition; (d) the ability of
the Company or theScore to retain and hire key personnel; (e) other
factors as discussed in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020, subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, each as filed with
the U.S. Securities and Exchange Commission; and (f) other factors
as discussed in theScore’s Annual Information Form as filed with
applicable securities regulatory authorities in Canada and as filed
with the U.S. Securities and Exchange Commission, and elsewhere in
documents that theScore files from time to time with such
securities regulatory authorities in Canada and with the U.S.
Securities and Exchange Commission, including its Management’s
Discussion & Analysis and Management Information Circular.
Neither the Company nor theScore intends to update publicly any
forward-looking statements except as required by law. In light of
these risks, uncertainties and assumptions, the forward-looking
events discussed in this press release may not occur.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211019005903/en/
Investor Relations: Joseph Jaffoni JCIR penn@jcir.com
212-835-8500
General Media Inquiries:
Eric Schippers SVP, Public Affairs & Government Relations
Penn National Gaming Eric.Schippers@pngaming.com 610-378-8321
Daniel Sabreen Vice President, Communications Score Media and
Gaming Inc. dan.sabreen@thescore.com 917-722-3888 ext. 706
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