Churchill Downs Incorporated (NASDAQ:CHDN) announced today that
Churchill Downs Incorporated and Youbet.com Incorporated have entered
into a definitive merger agreement, and will host a related conference
call to discuss the merger on Thursday, Nov. 12, 2009, at 9 a.m. ET.
Investors and other interested parties may listen to the teleconference
by accessing the online, real-time webcast and broadcast of the call at www.churchilldownsincorporated.com
or by dialing 866-783-2141 or 857-350-1600 and entering
the pass code 43582028 at least 10 minutes before the appointed
time. The online replay will be available at approximately noon ET and
continue for one year. A one-week telephonic replay will be available
one hour after the call ends by dialing 888-286-8010 or 617-801-6888 and
entering 30294016 when prompted for the access code.
A copy of the Company’s news release will be accessible at www.churchilldownsincorporated.com.
Churchill Downs Incorporated ("CDI” or "Company”), headquartered in
Louisville, Ky., owns and operates world-renowned horse racing venues
throughout the United States. CDI’s four racetracks in Florida,
Illinois, Kentucky and Louisiana host many of North America’s most
prestigious races, including the Kentucky Derby and Kentucky Oaks,
Arlington Million, Princess Rooney Handicap and Louisiana Derby. CDI’s
racetracks have hosted seven Breeders’ Cup World Championships. CDI also
owns off-track betting facilities and has interests in various
advance-deposit wagering, television production, telecommunications and
racing services companies, including a 50 percent interest in the
national cable and satellite network HorseRacing TV, that support the
Company’s network of simulcasting and racing operations. CDI trades on
the NASDAQ Global Select Market under the symbol CHDN and can be found
on the Internet: www.churchilldownsincorporated.com.
Forward-Looking Statements
This communication includes "forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements may include, but are not limited to, statements about the
benefits of the proposed transaction, including future financial and
operating results, the combined company’s plans, objectives,
expectations and intentions. These statements are subject to a number of
risks, uncertainties and other factors that could cause our actual
results, performance, prospects or opportunities, as well as those of
the markets we serve or intend to serve, to differ materially from those
expressed in, or implied by, these statements. You can identify these
statements by the fact that they do not relate to matters of a strictly
factual or historical nature and generally discuss or relate to
forecasts, estimates or other expectations regarding future events.
Generally, the words "believe,” "expect,” "intend,” "estimate,”
"anticipate,” "project,” "may,” "can,” "could,” "might,” "will” and
similar expressions identify forward-looking statements, including
statements related to expected operating and performing results, planned
transactions, planned objectives of management, future developments or
conditions in the industries in which we participate and other trends,
developments and uncertainties that may affect our business in the
future. Such risks, uncertainties and other factors include, among other
things: the possibility that the expected efficiencies and cost savings
from the proposed transaction will not be realized, or will not be
realized within the expected time period; the ability to obtain
governmental approvals of the merger on the proposed terms and schedule
contemplated by the parties; the failure of Youbet’s stockholders to
approve the proposed merger; the risk that CDI and Youbet businesses
will not be integrated successfully; disruption from the proposed
transaction making it more difficult to maintain business and
operational relationships; the risk that a significant licensing
agreement is terminated or not renewed; rising prices for content, the
possibility that the proposed transaction does not close, including, but
not limited to, due to the failure to satisfy the closing conditions;
the effect of global economic conditions, including any disruptions in
the credit markets; the effect of UIGEA regulations and/or the resulting
policies adopted by credit card companies and other financial
institutions; the effect (including possible increases in the cost of
doing business) resulting from future war and terrorist activities or
political uncertainties; the overall economic environment; the impact of
increasing insurance costs; the impact of interest rate fluctuations;
the effect of any change in our accounting policies or practices; the
financial performance of our racing operations; the impact of gaming
competition (including lotteries and riverboat, cruise ship and
land-based casinos) and other sports and entertainment options in those
markets in which we operate or are in close proximity; costs associated
with our efforts in support of alternative gaming initiatives; costs
associated with customer relationship management initiatives; a
substantial change in law or regulations affecting pari-mutuel and
gaming activities; our continued ability to effectively compete for the
country’s top horses and trainers necessary to field high-quality horse
racing; our continued ability to grow our share of the interstate
simulcast market and obtain the consents of horsemen’s groups to
interstate simulcasting; our ability to execute our acquisition strategy
and to complete or successfully operate planned expansion projects; our
ability to successfully complete any divestiture transaction; market
reaction to our expansion projects; the loss of our totalisator
companies or their inability to provide us assurance of the reliability
of their internal control processes through Statement on Auditing
Standards No. 70 audits or to keep their technology current; our
accountability for environmental contamination; the loss of key
personnel; the impact of natural disasters on our operations and our
ability to adjust the casualty losses through our property and business
interruption insurance coverage; any business disruption associated with
a natural disaster and/or its aftermath; the impact of wagering or other
federal or state laws, including changes in any such laws or enforcement
of those laws by regulatory agencies; the outcome of pending or
threatened litigation; changes in our relationships with horsemen’s
groups and their memberships; our ability to reach agreement with
horsemen’s groups on future purse and other agreements (including,
without limiting, agreements on sharing of revenues from gaming and
advance deposit wagering); the effect of claims of third parties to
intellectual property rights; the volatility of our stock price; the
impact of live racing day competition with other Florida and Louisiana
racetracks within those respective markets; a substantial change in
allocation of live racing days; changes in Illinois law that impact
revenues of racing operations in Illinois; the presence of wagering
facilities of Indiana racetracks near our operations; our ability to
execute on our permanent slot facility in Florida; the need for various
alternative gaming approvals in Louisiana; our ability to integrate
businesses we acquire, including our ability to maintain revenues at
historic levels and achieve anticipated cost savings; and the outcome of
any claims arising in connection with a pending lawsuit in federal court
in the Western District of Kentucky styled Churchill Downs Incorporated,
et al v. Thoroughbred Horsemen’s Group, LLC, Case #08-CV-225-S]. See
CDI’s and Youbet’s Annual Reports on Form 10-K for the fiscal year ended
December 31, 2008, and other public filings with the Securities and
Exchange Commission (the "SEC”) for a further discussion of these and
other risks and uncertainties applicable to our businesses. Neither CDI
nor Youbet undertakes any duty to update any forward-looking statement
whether as a result of new information, future events or changes in our
respective expectations.
Important Merger Information and Additional Information
This communication is being made in respect of the proposed merger
transaction involving CDI and Youbet. In connection with the proposed
transaction, CDI will file with the SEC a registration statement on Form
S-4 and Youbet will mail a proxy statement/prospectus to its
stockholders, and each will be filing other documents regarding the
proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The final proxy statement/prospectus will be
mailed to Youbet stockholders. You may obtain copies of all documents
filed with the SEC concerning this proposed transaction, free of charge,
at the SEC’s website (www.sec.gov),
by accessing CDI website at www.churchilldownsincorporated.com
under the heading "Investor Relations” and then under the link "SEC
Filings” or from CDI by directing a request to 700 Central Avenue,
Louisville, KY, 40208. Alternatively, you may obtain copies by accessing
Youbet’s website at www.Youbet.com
under the heading "Investors Relations” and then under the link "SEC
Filings” or from Youbet by directing a request to 5901 De Soto Avenue,
Woodland Hills, CA, 91367.
CDI and Youbet and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
CDI directors and officers is available in CDI’s proxy statement for its
2009 annual meeting of shareholders and CDI’s 2008 Annual Report on Form
10-K, which were filed with the SEC on April 28, 2009, and March 4,
2009, respectively. Information regarding Youbet directors and executive
officers is available in Youbet’s proxy statement for its 2009 annual
meeting of stockholders and Youbet’s 2008 Annual Report on Form 10-K,
which were filed with the SEC on April 30, 2009, and March 6, 2009,
respectively. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests,
by security holding and otherwise, will be contained in the proxy
statements/prospectus and other relevant materials to be filed with the
SEC when they become available.
