CONCORD, NC, July 24, 2019 (GLOBE NEWSWIRE) — Speedway Motorsports, Inc. (NYSE: TRK) (the “Company”) and Sonic Financial Corporation (“Sonic Financial”) announced today that they, along with a wholly owned acquisition subsidiary of Sonic Financial, have entered into a definitive merger agreement for Sonic Financial’s subsidiary to acquire all of the outstanding shares of common stock of the Company for cash consideration of $19.75 per share. The per share price represents a premium of approximately 42% to the closing price of the Company’s common stock on April 23, 2019, the day before Sonic Financial’s nonbinding proposal was first announced. Sonic Financial, O. Bruton Smith, his family and related entities (collectively, the “Smith Group”) beneficially own, directly or indirectly, approximately 29 million shares of the Company, and control over 71% of the voting power of the Company. The merger agreement was unanimously approved by the Company’s board of directors upon the unanimous recommendation of a special committee (the “Special Committee”) comprised solely of independent and disinterested members of the Company’s board of directors.
Under the terms of the merger agreement, Sonic Financial’s subsidiary will promptly commence a tender offer to acquire all of the outstanding shares of the Company’s common stock at a price of $19.75 per share in cash. The closing of the tender offer will be subject to several conditions, including the tender by more than 50% of the outstanding shares of common stock of the Company not held by the Smith Group and certain other related parties and other customary conditions.
After completion of the tender offer, Sonic Financial will acquire all remaining shares of Company stock not held by Sonic Financial or its subsidiary at the same price of $19.75 per share through a statutory merger of Sonic Financial’s subsidiary and the Company in which the Company will be the surviving corporation and will become a wholly owned subsidiary of Sonic Financial. Under Delaware law, stockholders are not required to approve this statutory merger. The closing of the tender offer and merger transaction is expected to take place in the third quarter of 2019.
Morgan Stanley & Co. LLC is acting as financial advisor to the Special Committee and Simpson Thacher & Bartlett LLP is acting as legal counsel to the Special Committee. McGuireWoods LLP is acting as legal counsel to the Company. BofA Merrill Lynch is acting as financial adviser to Sonic Financial and Kirkland & Ellis LLP and Parker Poe Adams & Bernstein LLP are acting as legal counsel to Sonic Financial.