The tender offer made pursuant to the agreement and plan of merger entered into by Speedway Motorsports, Speedco II and Dover on Nov. 8, 2021, expired at one minute following 11:59 p.m. (12:00 midnight), New York City time, on Dec. 21, 2021. The depositary and paying agent for the tender offer has advised Speedway Motorsports that, as of the expiration time, 32,932,500 shares of Dover (excluding shares with respect to which notices of guaranteed delivery were delivered but which shares such notices of guaranteed delivery represent were not yet delivered) had been validly tendered and not validly withdrawn, including 18,466,739 shares of class A common stock, representing approximately 90.5% of Dover’s outstanding shares.
All conditions to the tender offer were satisfied and the tender offer was not extended. All shares of Dover that were validly tendered and not validly withdrawn have been accepted for purchase and will be promptly paid for by Speedco II.
Speedway Motorsports will promptly complete its acquisition of Dover through consummation of a merger of Speedco II, with and into Dover without a vote of the Dover stockholders, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. The merger is anticipated to be effective as of Dec. 22, 2021. Each remaining share of Dover not purchased in the tender offer (other than any shares held in the treasury of Dover, owned by Speedco II or irrevocably accepted for purchase by Speedco II in the tender offer, or held by any Dover stockholder who has validly exercised its appraisal rights under the General Corporation Law of the State of Delaware) will be converted into the right to receive the same $3.61 in cash, without interest and less any applicable withholding taxes, that will be paid in the tender offer. Following the merger, Dover will be a wholly-owned subsidiary of Speedway Motorsports. Following the merger, shares of Dover will cease to be traded on the New York Stock Exchange.
“On behalf of our company I’d like to thank Denis McGlynn and Dover Motorsports for their cooperation and support through this process,” said Speedway Motorsports President and Chief Executive Officer Marcus Smith. “As our acquisition becomes complete, we look forward to turning our focus toward engaging the teams at Dover and Nashville to produce exciting events for race fans in 2022.”