By Jerry Jordan, Editor
CONCORD, N.C. – In the France family’s efforts to take the publicly-traded company, International Speedway Corporation, private; ISC released a statement Wednesday that it has entered into a $2 billion agreement with NASCAR to provide $45 per share to each non-France family member shareholder of the company.
The planned merger is expected to take place later this year, after it has been approved by shareholder not affiliated with the France family. Additionally, plaintiffs in the lawsuit – first reporter on by Kickin’ the Tires – that was filed in Volusia County, Fl., by the Fireman’s Retirement System of St. Louis have agreed, “not to challenge the fairness of the transaction price,” according to a release from ISC.
“Under the terms of the Merger Agreement, ISC shareholders (other than the Participating Shareholders) will be entitled to receive $45.00 in cash, without interest, for each share of ISC Class A Common Stock and ISC Class B Common Stock held immediately prior to the effective time of the merger,” the release states. “The transaction, which is expected to close in calendar year 2019, is conditioned on the approval of a majority of the aggregate voting power represented by the shares of ISC Class A Common Stock and ISC Class B Common Stock not owned by the controlling shareholders of ISC, voting together as a single class. The transaction is also conditioned on other customary closing conditions.”
In response to the news of the merger agreement, NASCAR released the following statement, ““We are pleased with the progress that the negotiation and execution of the merger agreement between NASCAR and ISC represents. While important regulatory and shareholder approval processes remain, we look forward to the successful final resolution of this matter and continuing our work to grow this sport and deliver great racing experiences for our fans everywhere. With a strong vision for the future, the France family’s commitment to NASCAR and the larger motorsports industry has never been greater.”
When the idea of a buyout was first made public on Nov. 9, 2018, NASCAR Chairman and CEO Jim France said, ““In a highly competitive sports and entertainment landscape, a more unified strategic approach is important to our future growth. We believe the industry requires structural changes to best position the sport for long-term success and this offer represents a positive step forward in that direction.”
Prior to the buyout plan being announced, there were rumors and even a few news reports that NASCAR was for sale but, supposedly, deals fell through because ISC and the publicly-traded Speedway Motorsports Inc., owned a majority of the tracks and no investors would buy the sports without clear access to all of its assets. Dover International Speedway, Pocono Raceway and Indianapolis Motor Speedway are owned by other companies and NASCAR owns Iowa Speedway.
In April, SMI announced plans for acquisition by Sonic Financial Corporation, which is run by O. Bruton Smith and his family. The offer price of $18 per share for non-Smith family member shareholders was almost $4 more per share than the average daily stock price for the previous 30 days.
“Sonic Financial Corporation (“SFC”) is pleased to submit this non-binding proposal to acquire all of the outstanding shares of stock of Speedway Motorsports, Inc. (the “Company” or “TRK”) that are not owned by SFC, O. Bruton Smith, his family and entities controlled by Mr. Smith and his family (collectively with SFC, the “Smith Group”), for cash consideration of $18.00 per share (our “Proposal”),” states the proposal from Sonic filed with the SEC. “As you know, the Smith Group beneficially owns, directly or indirectly, approximately 29 million shares of TRK, and controls over 70% of the voting power of TRK.
“We believe that our Proposal reflects an extremely attractive value to the Company’s public stockholders. Specifically, $18.00 per share represents a significant premium of 31% to yesterday’s closing price and 26% to the 30-day volume-weighted average price per share of $14.27 as of April 22, 2019.”
Although the latter merger agreement hasn’t been finalized, it is not expected to hit any hurdles precluding it and would set-up two privately-held companies – NASCAR and SFC – that did not have to answer to outside shareholder concerns.