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DATE News (chronologically)
10/09/19
nasmon
ISC Announces Anticipated Closing Date for Acquisition by NASCAR
Now that NASCAR, all of its tracks, and SMI, all of its tracks, are privately held, will John Malone's Liberty sweep in and buy it all?
Now that NASCAR, all of its tracks, and SMI, all of its tracks, are privately held, will John Malone's Liberty sweep in and buy it all?
International Speedway Corporation
 
(“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 The Form 25 starts the formal process by which ISC’s Class A common stock will be delisted from NASDAQ and withdrawn from the reporting requirements under the Exchange Act.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.

PARENT

NASCAR Holdings, Inc., through its subsidiaries, operates as a sports sanctioning body. It also provides news, statistics, and information services on races, drivers, teams, and industry events. NASCAR Holdings, Inc. was founded in 2004 and is based in Daytona Beach, Florida.

ISC

International Speedway Corporation is a leading promoter of motorsports activities, currently promoting more than 100 racing events annually as well as numerous other motorsports-related activities. ISC owns and/or operates 13 of the nation's major motorsports entertainment facilities, including Daytona International Speedway® in Florida (home of the DAYTONA 500®); Talladega Superspeedway® in Alabama; Michigan International Speedway® located outside Detroit; Richmond Raceway® in VirginiaAuto Club Speedway of Southern CaliforniaSM near Los Angeles; Kansas Speedway® in Kansas City, KansasISM Raceway near Phoenix, Arizona; Chicagoland Speedway® and Route 66 RacewaySM near Chicago, IllinoisHomestead-Miami SpeedwaySM in Florida; Martinsville Speedway® in Virginia; Darlington Raceway® in South Carolina; and Watkins Glen International® in New York.

ISC also owns and operates Motor Racing NetworkSM, the nation's largest independent sports radio network, Racing Electronics, the leader in motorsports communication technology and equipment and Americrown Service CorporationSM, a subsidiary that provides catering services, and food and beverage concessions. In addition, ISC owns ONE DAYTONA, the retail, dining and entertainment development across from Daytona International Speedway, and has a 50 percent interest in the Hollywood Casino at Kansas Speedway. For more information, visit ISC's Web site at www.internationalspeedwaycorporation.com.

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