- Legal States
Julie Moraine October 13, 2021 2 min read
Score Media and Gaming Shareholders Approved $2B Acquisition
The operator of theScore sports betting, media and technology brand, Score Media and Gaming, announced that the special meeting of the company’s shareholders approved the previously announced acquisition by Penn National Gaming (PNG).
Shareholders at theScore overwhelmingly voted in favor of the proposed $2-billion cash plus stock acquisition deal through a Plan of Arrangement at the special meeting of shareholders held on October 12, 2021.
PNG and theScore signed, in August, a definitive agreement for the acquisition, which values theScore at $17.00 per share in cash, plus 0.2398 shares of Penn’s common stock to reach a total of $34.00 per share, based on PNG’s 5-day volume-weighted average calculated on July 30, 2021.
By the time the agreement was announced, the acquisition of the number-one sports app in Canada and third-most popular in North America was touted as bringing strategic benefits to PNG by allowing it to bring technology in-house and reduce costs by eliminating third party-related fees and expenses.
theScore outlined the completion of the Arrangement was pending the approval of “at least two-thirds of the votes cast at the meeting in person or by proxy” and a “majority of the votes cast… in person or by proxy” in each separate class of stock, where votes cast by persons in accordance with Multilateral Instrument for Protection of Minority Security Holders in Special Transactions (MI 61-101) should be excluded.
Class A subordinate voting shareholders and special voting shareholders approved the acquisition with 37,202,211 votes, 99.96% of the total, while only 13,881, or 0.04%, voted against the Arrangement. Out of those votes, 557 were cast by special voting shareholders under the MI 61-101 and had to be excluded, bringing the total number of votes in favor to 36,582,187, with the percentage of the total votes in favor remaining unchanged at 99.96%.
The transaction that is now subject to receipt of a final order from the Supreme Court of British Columbia related to the Arrangement, as well as satisfaction or waiver of the other conditions in the Arrangement Plan as put forward by PNG, is expected to close on October 19, 2021, theScore outlined.
A leader in digital sports media and sports betting products, Score Media and Gaming was founded in 2012 by John S. Levy, who is CEO and Chairman of the company based in Toronto, Canada. It is listed on the Toronto Stock Exchange and the Nasdaq Global Select Market.