Rollover Election Provides Opportunity For
Stockholders To Remain Invested In Bally’s In Lieu Of Receiving The
Per Share Cash Merger Consideration
Bally’s Corporation (NYSE: BALY; BALY.T) (“Bally’s” or the
“Company”) today announced the opening of a new election period for
holders of shares of Bally’s common stock, par value $0.01 per
share, to submit an election (a “Rolling Share Election”) to have
such shares remain outstanding following the completion of the
transactions contemplated by that certain Agreement and Plan of
Merger, dated as of July 25, 2024 (as amended, the “Merger
Agreement”), by and among SG Parent LLC, Bally’s, The Queen Casino
& Entertainment Inc. and the other parties thereto.
As previously announced, at Bally’s Special Meeting of
Stockholders on November 19, 2024, the Company’s announced mergers
and related transactions contemplated by the Merger Agreement was
approved by Bally’s stockholders, pursuant to which stockholders
will receive $18.25 in cash merger consideration for each share of
Bally’s common stock they hold, unless they affirmatively elect to
forego the cash merger consideration and instead make a Rolling
Share Election.
This new election opportunity will be available from December
11, 2024 until 5:00 p.m. Eastern time on Friday, January 17,
2025 (such date, as it may be extended from time to time, the
“Election Deadline”). Each record holder of shares as of
October 21, 2024, or who became or becomes a record holder of
shares prior to the Election Deadline and has received an election
form for making a Rolling Share Election (an “Election Form”), may
submit an Election Form specifying the number of shares of Bally’s
common stock that such record holder elects to have remain issued
and outstanding following completion of the mergers and related
transactions. A copy of the Election Form can also be found in the
Investor Relations section of Bally’s corporate website
(https://www.ballys.com/investor-relations/events-presentations/).
For stockholders who hold their shares of Bally’s common stock
through a bank, broker or other nominee, the bank, broker or
nominee through which you hold your shares of Bally’s common stock
may impose an earlier deadline and, therefore, if you wish to make
a Rollover Election with respect to some or all of your shares of
Bally’s common stock, you should consider completing the Rollover
Election sufficiently in advance of the Election Deadline to permit
your bank, broker or other nominee to execute your instructions.
Bally’s recommends that you follow up with your bank, broker of
other nominee to confirm that it has properly received your
election instructions and timely executed your election
instructions. For assistance or any questions, please call or
contact D.F. King & Co., Inc., the information agent for the
election offer, at 1-800-347-4826, or if outside the United States,
at 1-(212) 771-1133, or at BALY@dfking.com.
As promptly as possible after submission of each Election Form,
validly elected rollover shares (“Rolling Company Shares”) will be
re-assigned a new CUSIP number associated with the Rolling Company
Shares and will be freely tradeable (subject to certain
restrictions) and eligible for trading on the New York Stock
Exchange under the ticker symbol BALY.T (or for certain stock price
reporting services BALY-T or BALY/T) until the completion of the
merger transactions (or the earlier valid termination of the Merger
Agreement).
Any Bally’s stockholder who fails to properly make a Rolling
Share Election on or before the Election Deadline with respect to
all or any portion of such record holder’s shares of Bally’s common
stock will be deemed to have not made a Rolling Share Election with
respect to such shares provided that Bally’s reserves the right in
its discretion to accept elections received after the Election
Deadline under circumstances it deems acceptable.
All Rolling Share Elections submitted prior to the Election
Deadline will be irrevocable and may not be withdrawn by the
stockholder or beneficial owner submitting an Election Form once
the Election Form has been accepted by Bally’s exchange agent.
As of 5 p.m. ET on November 19, 2024 (the “Original Election
Deadline”), holders of approximately 17,492,173 shares of Bally’s
common stock (which includes 8,849,849 shares of common stock held
by Standard General L.P. and its affiliates and 4,953,272 shares of
common stock held by other parties to the Support Agreements) had
submitted a Rolling Share Election and such shares have been
assigned a new CUSIP number and are eligible for trading on the New
York Stock Exchange.
As required by the terms of the Merger Agreement, the Special
Committee approved the Company’s decision to open a new election
period. However, neither the Special Committee nor the Board of
Directors (i) has made or is making any recommendation with regard
to whether any holder of Bally’s common stock should take the
Rolling Share Election or retain and hold the Rolling Company
Shares, (ii) has considered or is considering the terms and
conditions of the Rolling Share Election or the Rolling Company
Shares, or (iii) has made or is making any recommendation with
regard to or the merits of retaining an investment in Bally’s.
Closing of the transactions contemplated by the merger agreement
is anticipated to occur in the first quarter of 2025 and remains
subject to the receipt of regulatory approvals and the satisfaction
of other customary closing conditions.
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. Its shares trade on the New York
Stock Exchange under the ticker symbols “BALY” and “BALY.T”.
Upon completion of the announced merger with The Queen Casino
& Entertainment Inc. (“Queen”), the above portfolio is 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 to 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 proxy materials 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/20241211864002/en/
Media Diane Spiers (609) 377-4705 dspiers@ballys.com Investors
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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