Speedway Motorsports, LLC and Dover Motorsports, Inc. announced that the companies have entered into a definitive sales agreement.
Speedway Motorsports agreed to acquire Dover Motorsports for $3.61 a share in cash or $131.5 million.
The transaction was announced Monday by Speedway Motorsports CEO Marcus Smith and Dover Motorsports’ longtime CEO Denis McGlynn.
Charlotte, NC-based Speedway is one of two large companies that owns NASCAR tracks. Dover Motorsports is one of the smaller players.
Publicly traded Dover Motorsports remained under the control of the Rollins family interests after the sale of the adjacent Dover Downs Gaming and Entertainment and its casino resort. The sale of the motorsports company had been widely expected.
The company recently moved one of its two Dover NASCAR weekends to its smaller track in Nashville. Dover Motorsports also shares proceeds from the Firefly Music Festival held on a portion of its property.
Dover and its “Monster Mile” rode the NASCAR boom, but has seen smaller crowds. About half of the seats of the Dover track have been removed.
Dover Motorsports remained profitable, thanks in part to growing TV revenues and a lack of debt as it sold off other tracks and related real estate.
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 successfully completing the tender offer, Speedway Motorsports’ acquisition subsidiary will be merged into Dover Motorsports, and any remaining shares of Dover Motorsports stock will be canceled 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.
Speedway Motorsports is a marketer, promoter,, and sponsor of motorsports entertainment.The company, through its subsidiaries, owns and operates the following premier facilities: Atlanta Motor Speedway, Bristol Motor Speedway, Charlotte Motor Speedway, Las Vegas Motor Speedway, New Hampshire Motor Speedway, Sonoma Raceway, Texas Motor Speedway, and Kentucky Speedway.
Speedway Motorsports provides souvenir merchandising services, manufactures and distributes smaller-scale, modified racing cars and parts through its U.S. Legend Cars International subsidiary, and produces and broadcasts syndicated motorsports programming to radio stations nationwide through its Performance Racing Network subsidiary.
