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Speedway Motorsports to Acquire Dover Motorsports, Inc. UPDATE

UPDATE: Speedway Motorsports, LLC, a leading marketer, promoter and sponsor of motorsports entertainment, and Dover Motorsports, Inc. (NYSE: DVD) are pleased to announce that Speedway Motorsports has successfully completed its previously announced offer to purchase all outstanding shares of Dover at a per share price of $3.61 (the “Tender Offer”), net to each selling stockholder in cash, without interest and less any applicable withholding taxes. The tender offer was effected by Speedco II, Inc., a wholly owned subsidiary of Speedway Motorsports.

The tender offer made pursuant to the agreement and plan of merger entered into by Speedway Motorsports, Speedco II and Dover on Nov. 8, 2021, expired at one minute following 11:59 p.m. (12:00 midnight), New York City time, on Dec. 21, 2021. The depositary and paying agent for the tender offer has advised Speedway Motorsports that, as of the expiration time, 32,932,500 shares of Dover (excluding shares with respect to which notices of guaranteed delivery were delivered but which shares such notices of guaranteed delivery represent were not yet delivered) had been validly tendered and not validly withdrawn, including 18,466,739 shares of class A common stock, representing approximately 90.5% of Dover’s outstanding shares.

All conditions to the tender offer were satisfied and the tender offer was not extended. All shares of Dover that were validly tendered and not validly withdrawn have been accepted for purchase and will be promptly paid for by Speedco II.

Speedway Motorsports will promptly complete its acquisition of Dover through consummation of a merger of Speedco II, with and into Dover without a vote of the Dover stockholders, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. The merger is anticipated to be effective as of Dec. 22, 2021. Each remaining share of Dover not purchased in the tender offer (other than any shares held in the treasury of Dover, owned by Speedco II or irrevocably accepted for purchase by Speedco II in the tender offer, or held by any Dover stockholder who has validly exercised its appraisal rights under the General Corporation Law of the State of Delaware) will be converted into the right to receive the same $3.61 in cash, without interest and less any applicable withholding taxes, that will be paid in the tender offer. Following the merger, Dover will be a wholly-owned subsidiary of Speedway Motorsports. Following the merger, shares of Dover will cease to be traded on the New York Stock Exchange.

“On behalf of our company I’d like to thank Denis McGlynn and Dover Motorsports for their cooperation and support through this process,” said Speedway Motorsports President and Chief Executive Officer Marcus Smith. “As our acquisition becomes complete, we look forward to turning our focus toward engaging the teams at Dover and Nashville to produce exciting events for race fans in 2022.”

— Speedway Motorsports Inc. —

Original Post (11-8-2021): Speedway Motorsports, LLC (“Speedway Motorsports”), a leading marketer, promoter and sponsor of motorsports entertainment, and Dover Motorsports, Inc. (NYSE: DVD) (“Dover Motorsports”) today announced that the companies have entered into a definitive agreement under which Speedway Motorsports has agreed to acquire Dover Motorsports for $3.61 per share in cash for an approximate total equity value of $131.5 million. The transaction was announced today by Speedway Motorsports President and CEO Marcus Smith and Dover Motorsports President and CEO Denis McGlynn.

Under the terms of the merger agreement, Speedway Motorsports, through a subsidiary, will initiate a tender offer to acquire all outstanding shares of Dover Motorsports. The offer price represents a 58.3% premium to the closing stock price on November 8, 2021. All Dover Motorsports stockholders will receive the same per share consideration in the transaction. The holders of approximately 57.5% of the total aggregate shares of Dover Motorsports, or 92% of the voting power, have agreed to tender their shares subject to the terms of a tender and support agreement.

“We’ve been committed to working for the fans and growing the sport of NASCAR for more than 60 years,” said Smith. “This is a tremendous opportunity for us to continue growing our investment in motorsports.

“I’d like to thank Denis McGlynn and the Dover Motorsports board for their cooperation and support in our goal to exceed customer expectations and create amazing lifetime experiences for all NASCAR fans.”

“While this marks the end of our 52 years as an independent operator in NASCAR,” said McGlynn, “our future advancement is best secured by joining forces with a major player in the sport and we are happy to be able to become part of the Speedway Motorsports family and to be able to work with Marcus Smith as NASCAR embraces its future.”

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the voting power of all outstanding shares of Dover Motorsports, receipt of applicable approvals and certain other conditions. Upon the successful completion of the tender offer, Speedway Motorsports’ acquisition subsidiary will be merged into Dover Motorsports, and any remaining shares of Dover Motorsports stock will be cancelled and converted into the right to receive the price per share payable in the tender offer.

The transaction has been approved by Speedway Motorsports. The Board of Directors of Dover Motorsports formed a special committee to review, evaluate and negotiate the definitive agreement. Acting upon the unanimous recommendation of the special committee, the Board of Directors of Dover Motorsports approved the transaction. The transaction is expected to close by the end of this calendar year.

Raymond James & Associates, Inc. is acting as financial advisor to Dover Motorsports and has rendered a fairness opinion to the board of directors of Dover Motorsports in connection with the transaction. Faegre Drinker Biddle & Reath LLP is acting as legal counsel to Dover Motorsports. Parker Poe Adams & Bernstein LLP is acting as legal counsel to Speedway Motorsports.

No further public comments from executives or officers of Speedway Motorsports and Dover Motorsports will be made until the transaction closes.