On Tuesday, April 6, youbet.com announced 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

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Of the shares voted, approximately 98.4% voted in favour 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.

(With files from Youbet)

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