Penn National Gaming, Inc. completed its previously announced acquisition of Score Media and Gaming Inc. on Tuesday, Oct. 19 for total consideration of approximately U.S.$2.0 billion in cash and stock.
The acquisition of theScore fortifies Penn National’s digital media and gaming strategy, creating a complete one-stop entertainment destination. theScore is the third most popular sports media app in North America and number one in Canada. Adding theScore’s fully integrated media and betting platform and cutting-edge technology will further strengthen Penn National’s existing ecosystem and ability to seamlessly serve its customers. Pairing theScore with Barstool Sports provides Penn National with two of North America’s most powerful and unique sports media assets, with the capabilities to generate best-in-class engagement and enhanced customer acquisition and retention across its media and gaming properties.
“We’re excited to be creating this powerful new entertainment flywheel that will provide us with multiple growth channels that transcend our current business verticals,” said Jay Snowden, President and CEO of Penn National Gaming. “We look forward to entering the Canadian gaming market, which represents a compelling new opportunity, and are proud to have John Levy and his family and their entire team bring their best-in-class technology, unique perspective and skill sets to our Penn National family.”
John Levy, Chairman and Chief Executive Officer of theScore, commented, “It is a truly exciting time to join Penn National and collaborate with their team to build a highly innovative and first-of-its-kind sports media and gaming company. There is natural alignment between the two companies, and we are perfectly positioned to capitalize on the growing entertainment opportunities across mobile sports media, sports betting and online casino. We believe the combined company is well-positioned to continue growing our business across North America, including the expected opening of sports betting and iGaming in Ontario later this year.”
Early Warning Reporting
Immediately prior to the effective date of the transaction, Penn National and its subsidiaries owned an aggregate of 1,666,667 Class A Subordinate Voting Shares of theScore (“Class A Shares”), representing approximately 2.98% of the outstanding shares of theScore (“theScore Shares”) at such time. Under the terms of the transaction, 1317774 B.C. Ltd. (the “Purchaser”), an indirectly wholly owned subsidiary of Penn National, acquired each of the issued and outstanding theScore Shares (other than those held by Penn National and its subsidiaries) for US$17.00 (approximately C$21.04 based on the Bank of Canada’s USD/CAD exchange rate on October 18, 2021, the date prior to the effective date of the acquisition) and either 0.2398 of a share of Penn National common stock (each whole share, a “Penn Share”) or, if validly elected, 0.2398 of an exchangeable share in the capital of the Purchaser (each whole share, an “Exchangeable Share”). The aggregate consideration delivered pursuant to the transaction for theScore Shares (including cash payments in lieu of fractional shares) was US$922,813,176.67 (approximately C$1,141,981,306.13), 12,319,340 Penn Shares and 697,539 Exchangeable Shares. Each whole Exchangeable Share is exchangeable for one whole Penn Share, subject to adjustment. The closing trading price of a Penn Share on NASDAQ on October 18, 2021, the date prior to the effective date of the transaction, was US$77.30 (approximately C$95.66).
An early warning report will be filed on SEDAR at sedar.com under the theScore’s profile. In order to obtain a copy of the early warning report, please contact Penn National’s Secretary at 610-373-2400.
The Class A Shares will be delisted from the Toronto Stock Exchange and theScore intends to apply to cease to be a reporting issuer in Canada. The Class A Shares have been suspended from trading and will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934 in accordance with applicable law. The Toronto Stock Exchange will disseminate a notice announcing the delisting of the Class A Shares in due course. Registered holders of Class A Shares should send their completed and executed letters of transmittal and related share certificates, if any, to the depository for the transaction, Computershare Investor Services Inc., as soon as possible in order to receive the consideration to which they are entitled under the transaction.
In connection with the closing of the acquisition, the Purchaser has obtained an order from the Canadian securities regulatory authorities exempting it from the Canadian continuous disclosure obligations on a basis consistent with the conditions set out in applicable securities law provisions that would otherwise apply to the Purchaser but for the terms of the Exchangeable Shares not providing for voting rights.
The amount specified in respect of each Exchangeable Share for the purposes of subsection 191(4) of the Income Tax Act (Canada) shall be C$94.756.