Youbet.com Announces Shareholder Approval of Acquisition by Churchill Downs Incorporated
06 April 2010 - 11:27PM
Business Wire
Youbet.com (NASDAQ: UBET) announced today that its shareholders
voted to approve the November 11, 2009 merger agreement, providing
for the acquisition of all outstanding Youbet shares by Churchill
Downs Incorporated (“CDI”). Of the shares voted, approximately
98.4% voted in favor of the proposal to adopt the merger agreement,
which represented approximately 68.3% of the total outstanding
shares as of February 17, 2010, the record date.
Under the terms of the transaction, Youbet shareholders would
receive 0.0598 of a share of CDI common stock and $0.97 in cash for
each share of Youbet common stock they own. The stock/cash exchange
ratio is subject to adjustment in order to ensure that the
transaction does not require CDI to issue more than 19.6% of the
outstanding CDI common stock outstanding as of immediately prior to
the effective time of the merger. This transaction is expected to
qualify as a reorganization under Section 368 of the Internal
Revenue Code.
Completion of the merger remains subject to (i) receipt of
required regulatory approvals, and (ii) other customary conditions
to closing. Subject to the satisfaction of these conditions, the
merger is expected to close in the second quarter of 2010.
About Youbet.com, Inc.
Youbet.com, Inc. (NASDAQ:
UBET) is a leading domestic online horse racing and horse
betting site, the exclusive provider of live horse racing footage
and racing results to ESPN.com and CBSSports.com and a leading supplier of
totalizator systems to the pari-mutuel industry. Youbet’s website
enables its customers to securely wager on horse races at over 200
racetracks each year worldwide from the convenience of their homes
or other locations. Through its online platform, Youbet offers
members real-time wagering, co-mingled track pools, conditional
wagering capabilities, high quality live audio/video,
up-to-the-minute track information, mobile wagering, race replay
library, simultaneous X2 Video multi-race viewing capability and
sophisticated ROI-based player analysis tools. In addition, through
its United Tote totalizator systems subsidiary, Youbet provides
hardware and software to its track partners, allowing them to
process pari-mutuel wagers, issue and pay tickets, and calculate
payoff odds.
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 risk that the conditions to merger
set forth in the merger agreement will not be satisfied and the
transaction will not be consummated; uncertainties as to the timing
of the merger; changes in Youbet’s business during the period
between now and the effective time of the merger that could cause a
condition to closing not to be satisfied; as well as the risks and
uncertainties discussed in Youbet’s Form 10-K for the year ended
December 31, 2009 (as amended by Amendment No. 1 thereto on Form
10-K/A) and CDI’s Form 10-K for the year ended December 31, 2009,
and in Youbet’s and CDI’s other filings with the Securities and
Exchange Commission. 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 CDI 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.
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