Bally’s Corporation Stockholders Approve Merger Agreement With Affiliate of Standard General L.P.
November 19 2024 - 3:59PM
Business Wire
Bally’s Corporation (NYSE: BALY) (“Bally’s” or the “Company”)
announced that at its Special Meeting of Stockholders held on
November 19, 2024, its stockholders, including its unaffiliated
stockholders, approved the adoption of its previously announced
definitive merger agreement with The Queen Casino &
Entertainment Inc. (“Queen”), a portfolio company majority-owned by
the Company’s largest stockholder, Standard General L.P. At the
Special Meeting, the Company stockholders also approved, on a
non-binding advisory basis, the compensation that may or will
become payable by Bally’s to its named executive officers in
connection with the transactions contemplated by the merger
agreement. The merger agreement has been adopted by the affirmative
vote of the holders of a majority of the outstanding shares of the
Company’s common stock as of the October 21, 2024 record date for
the Special Meeting and the affirmative vote of the holders of a
majority of the holders of the outstanding shares of the Company’s
common stock as of such record date, excluding those held by
Standard General L.P., Sinclair Broadcast Group, Inc., Noel Hayden
and certain executive officers and a director of the company.
Stockholders who validly elected to have their Company shares
remain issued and outstanding following the Company merger (the
“Rolling Share Election”) as of 5:00 p.m. ET today (November 19,
2024), will be assigned a new CUSIP number and their shares will
continue to be traded on the New York Stock Exchange (the “NYSE”)
under the new ticker symbol “BALY.T” (the “Rolling Company
Shares”), prior to the effective time of the Company merger (the
“Company Effective Time”). The Company, subject to the prior
approval by the Special Committee, reserves the right to open one
or more new Rolling Share Election periods prior to the Company
Effective Time. Bally’s will notify Company Stockholders of any
such additional election period and the related deadlines and
procedures by the filing with the Securities and Exchange
Commission (“SEC”) of a Form 8-K or such other report or schedule
as may be appropriate.
At the Company Effective Time, the Rolling Company Shares will
remain outstanding, and it is expected that such shares will revert
to the original “BALY” ticker symbol. The Rolling Company Shares
will remain registered with the SEC and is expected to continue
trading on the NYSE or another securities exchange in the United
States, based on applicable listing requirements.
Closing of the transactions contemplated by the merger agreement
is anticipated to occur in the first half of 2025 and remain
subject to the receipt of regulatory approvals and the satisfaction
of other customary closing conditions.
A final report on the results of the Special Meeting will be
made on a Form 8-K to be filed with the SEC.
About Bally’s Corporation
Bally’s Corporation is a global casino-entertainment company
with a growing omni-channel presence. It currently owns and manages
15 casinos across 10 states, a golf course in New York, a horse
racetrack in Colorado, and has access to OSB licenses in 18 states.
It also owns Bally’s Interactive International, formerly Gamesys
Group, a leading, global, interactive gaming operator, Bally Bet, a
first-in-class sports betting platform, and Bally Casino, a growing
iCasino platform.
With 10,600 employees, the Company’s casino operations include
approximately 15,300 slot machines, 580 table games and 3,800 hotel
rooms. Bally’s also has rights to developable land in Las Vegas
post the closure of the Tropicana.
Upon completion of the announced merger with The Queen Casino
& Entertainment Inc. (“Queen”) the above portfolio are expected
to be supplemented with four additional casinos across three
states, one of which will be an additional state that expands
Bally’s jurisdiction of operations to include the state of Iowa.
Queen will also add over 900 employees, and operations that
currently include approximately 2,400 slot machines, 50 table games
and 150 hotel rooms to the Bally’s portfolio. Bally’s will also
become the successor of Queen’s significant economic stake in a
global lottery management and services business through its
investment in Intralot S.A. (ATSE: INLOT).
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. Forward-looking
statements in this communication include, but are not limited to,
statements regarding the proposed transaction, the ability of the
Company to complete the proposed transaction and the expected
timing thereof and statements regarding the future prospects of the
Company following the completion of the proposed transaction. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. As a result,
these statements are not guarantees of future performance and
actual events may differ materially from those expressed in or
suggested by the forward-looking statements. Any forward-looking
statement made by the Company in this press release, its reports
filed with the SEC and other public statements made from
time-to-time speak only as of the date made. New risks and
uncertainties come up from time to time, and it is impossible for
the Company to predict or identify all such events or how they may
affect it. The Company has no obligation, and does not intend, to
update any forward-looking statements after the date hereof, except
as required by federal securities laws. Factors that could cause
these differences include, but are not limited to those included in
the Company’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and other reports and schedules filed by the Company with the
SEC. These statements constitute the Company’s cautionary
statements under the Private Securities Litigation Reform Act of
1995.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241119022382/en/
Media Diane Spiers (609) 377-4705 dspiers@ballys.com
Investor Marcus Glover Chief Financial Officer (401) 475-8564
ir@ballys.com
James Leahy, Joseph Jaffoni, Richard Land JCIR (212) 835-8500
baly@jcir.com
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