filed with the SEC by MSG Entertainment will be made available free of charge on MSG Entertainments investor relations website at http://investor.msgentertainment.com. Copies of
documents filed with the SEC by MSG Networks will be made available free of charge on MSG Networks investor relations website at http://investor.msgnetworks.com.
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
MSG Entertainment, MSG
Networks and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of MSG Entertainment and MSG Networks securities in respect of the proposed transaction under
the rules of the SEC. Certain information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Form
S-4 and joint proxy statement/prospectus regarding the proposed transaction (when available) and other relevant materials to be filed with the SEC by MSG Entertainment and MSG Networks. Information
regarding MSG Entertainments directors and executive officers is available in MSG Entertainments proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on October 27, 2020. Information regarding
MSG Networks directors and executive officers is available in MSG Networks proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on October 21, 2020. These documents will be available free of
charge from the sources indicated above.
Forward-Looking Statements
This communication contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as believes, expects, may, will, should, seeks,
approximately, intends, plans, estimates, projects, strategy, or anticipates, or the negative of those words or other comparable terminology. However, the absence of
these words does not mean that the statements are not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding the proposed transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. Any such forward-looking statements are not
guarantees of future performance or results and involve risks and uncertainties, and actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors, including, but not
limited to, the following factors: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect
the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; MSG Entertainments and MSG Networks ability to effectively manage the impacts of the COVID-19 pandemic and the actions taken in response by governmental authorities and certain professional sports leagues; the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement with respect to the proposed transaction between MSG Entertainment and MSG Networks or otherwise cause the transaction not to occur; the risk that the conditions to the closing of the proposed transaction between
MSG Entertainment and MSG Networks may not be satisfied or waived, including the risk that required approvals from the stockholders of MSG Entertainment and MSG Networks, regulatory clearances and other approvals are not obtained; the risk that the
anticipated tax treatment of the proposed transaction between MSG Entertainment and MSG Networks is not obtained; potential litigation relating to the proposed transaction between MSG Entertainment and MSG Networks; uncertainties as to the timing of
the consummation of the proposed transaction between MSG Entertainment and MSG Networks; the risk that the proposed transaction