Youbet Sets Special Meeting Date of April 6, 2010 for Stockholders to Vote on Churchill Downs Merger
03 März 2010 - 11:24PM
Business Wire
Youbet.com, Inc. (NASDAQ: UBET) (“Youbet”) announced today that
it has set April 6, 2010 at 10:00 a.m. local time as the date for
its special meeting of stockholders. At the special meeting,
stockholders will consider and vote on the adoption of the
Agreement and Plan of Merger entered into by Youbet and Churchill
Downs Incorporated (“Churchill”), which provides for a merger in
which Youbet will become a wholly-owned subsidiary of Churchill.
Stockholders who owned Youbet common stock at the close of business
on February 17, 2010 are entitled to vote at the special
meeting.
The proposed merger is subject to customary closing conditions,
including the requisite approval by holders of Youbet’s common
stock at the special meeting and the expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
In connection with the proposed merger, Churchill filed a
definitive proxy statement/prospectus with the U.S. Securities and
Exchange Commission (“SEC”) pursuant to Rule 424 on March 2, 2010
(the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus
is available on the SEC’s website at www.sec.gov and will be mailed
by Youbet together with a proxy card on or around March 4, 2010 to
Youbet’s stockholders of record as of the close of business on
February 17, 2010.
The special meeting will be held at the Company’s offices,
located at 5901 De Soto Avenue, Woodland Hills, California
91367.
Forward Looking Statements
This communication contains certain forward-looking statements.
These forward-looking statements, which are included in accordance
with Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, may
include, but are not limited to, statements about the benefits of
the proposed transaction, including future financial and operating
results, the combined company’s plans, objectives, expectations and
intentions. These statements are subject to a number of known and
unknown risks, uncertainties and other factors that may cause
Youbet’s actual results and performance in future periods to be
materially different from any future results or performance
suggested by the forward looking statements in this communication.
Although Youbet believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions,
it can give no assurance that actual results will not differ
materially from these expectations. Important factors that could
cause actual results to differ materially from those in the forward
looking statements include the possibility that the expected
efficiencies and cost savings from the proposed transaction will
not be realized, or will not be realized within the expected time
period; the ability to obtain governmental approvals of the Merger
on the proposed terms and schedule contemplated by the parties; the
failure of Youbet’s stockholders to approve the proposed Merger;
the risk that the Churchill and Youbet businesses will not be
integrated successfully; disruption from the proposed transaction
making it more difficult to maintain business and operational
relationships; the possibility that the proposed transaction does
not close, including, but not limited to, due to the failure to
satisfy the closing conditions; the timely development and market
acceptance of new products and technologies; Youbet’s ability to
achieve further cost reductions; increased competition in the
advance deposit wagering business; a decline in the public
acceptance of wagering; wagering ceasing to be legal in
jurisdictions where Youbet currently operates; the limitation,
conditioning, or suspension of any of Youbet’s licenses; increases
in or new taxes imposed on wagering revenues; the adoption of
future industry standards; the loss or retirement of key
executives; Youbet’s ability to meet its liquidity requirements and
maintain its financing arrangements; and general economic and
market conditions; as well as the risks and uncertainties discussed
in the Proxy Statement/Prospectus, Youbet’s Form 10-K for the year
ended December 31, 2008 (as amended by Amendment No. 1 thereto on
Form 10-K/A) and Churchill’s Form 10-K for the year ended December
31, 2009, and in Youbet’s and Churchill’s other filings with the
SEC. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this
communication. Neither Youbet nor Churchill undertakes and each
specifically disclaims any obligation to publicly release the
result of any revisions that may be made to any forward-looking
statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such
statements.
Important Merger Information and Additional
Information
This communication is being made in respect of the proposed
merger transaction involving Churchill and Youbet. In connection
with the proposed transaction, Churchill has filed the Proxy
Statement/Prospectus with the SEC pursuant to Rule 424 under the
Securities Act of 1933, as amended, on March 2, 2010 and Youbet
will mail the Proxy Statement/Prospectus to its stockholders on or
about March 4, 2010. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You
may obtain copies of all documents filed with the SEC concerning
this proposed transaction, free of charge, at the SEC’s website
(www.sec.gov), by accessing the Churchill website at
www.churchilldownsincorporated.com under the heading “Investor
Relations” and then under the link “SEC Filings” or from Churchill
by directing a request to 700 Central Avenue, Louisville, KY 40208.
Alternatively, you may obtain copies by accessing Youbet’s website
at www.Youbet.com under the heading “Investors Relations” and then
under the link “SEC Filings” or from Youbet by directing a request
to 5901 De Soto Avenue, Woodland Hills, CA 91367.
Churchill and Youbet and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Churchill directors and
officers is available in Churchill’s proxy statement for its 2009
annual meeting of shareholders, filed by Churchill with the SEC on
April 28, 2009, Churchill’s 2009 Annual Report on Form 10-K, filed
by Churchill with the SEC on March 2, 2010, and the Proxy
Statement/Prospectus, filed by Churchill with the SEC on March 2,
2010. Information regarding Youbet directors and executive officers
is available in Youbet’s proxy statement for its 2009 annual
meeting of stockholders, filed with the SEC on April 30, 2009,
Youbet’s 2008 Annual Report on Form 10-K, filed with the SEC on
March 6, 2009, Amendment No. 1 to Youbet’s 2008 Annual Report on
Form 10-K/A, filed with the SEC on January 28, 2010, and the Proxy
Statement/Prospectus, filed by Churchill with the SEC on March 2,
2010.
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