International Speedway Corporation says that a special meeting of shareholders will be held on October 16 to give final approval to the merger with NASCAR. If approved, the deal would be final on October 18. At that time, NASCAR will be the sole owner of ISC and it’s tracks and related properties.
The full release:
International Speedway Corporation (NASDAQ Global Select Market: ISCA; OTC Bulletin Board: ISCB) (“ISC”) has delivered a written communication to NASDAQ stating that it has called a special meeting of shareholders on October 16, 2019, for the purpose of voting to approve the merger (the “Merger”) of Nova Merger Sub, Inc., a Florida corporation (“Merger Sub”) and a wholly owned subsidiary NASCAR Holdings, Inc., a Florida Corporation (“Parent”), with and into the Company. The Merger is anticipated to close on October 18, 2019, subject to satisfaction or waiver of all closing conditions. ISC delivered the foregoing written communication in accordance with the requirements of section 12(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to further notify NASDAQ that, on October 18, 2019, ISC intends to direct NASDAQ to suspend trading in shares of ISC Class A common stock, and to also request that NASDAQ file a Form 25 with the United States Securities and Exchange Commission. The Form 25 starts the formal process by which ISC’s Class A common stock will be delisted from NASDAQ and withdrawn from the reporting requirements under the Exchange Act.
TRANSACTION DETAILS
Under the terms of the merger agreement with Parent, stockholders of ISC (other than holders who have elected to dissent from the Merger and seek appraisal rights and holders of the rollover shares (as defined in the merger agreement)) will receive $45.00 in cash in exchange for their shares. The merger agreement was unanimously adopted by a special committee of independent directors of the board of directors of ISC (the “Board”) as well as the Board. The transaction remains subject to the receipt of approval of ISC’s shareholders and is conditioned on other customary closing conditions.
Upon the closing of the Merger, Parent will own 100% of the outstanding shares of ISC. Therefore, because ISC will become a wholly owned subsidiary of Parent after the closing, Parent and ISC have agreed to take certain steps to delist ISC’s Class A common stock from NASDAQ and to withdraw such shares from the reporting obligations under the Exchange Act.
— ISC —