DAYTONA BEACH, Fla. — International Speedway Corp. announced Wednesday that it has entered into a merger agreement with NASCAR Holdings Inc., which will pave the way for NASCAR to acquire ISC.
The transaction is valued at approximately $2 billion.
The consideration to be paid to ISC’s shareholders, other than certain controlling shareholders of ISC and certain related entities, will be $45 in cash per share of ISC Class A Common Stock and ISC Class B Common Stock.
The merger agreement was unanimously recommended and approved by a special committee comprised solely of independent directors of the Board of Directors of ISC and was unanimously approved by the full board.
In addition, the participating shareholders have signed a letter agreement to cause their respective shares of ISC Class A Common Stock and ISC Class B Common Stock to be transferred to NASCAR prior to the effective time of the merger.
Under the terms of the merger agreement, ISC shareholders other than the participating shareholders will be entitled to receive $45 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 transaction, which is expected to close before the end of the year, 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.
“We are pleased with the progress that the negotiation and execution of the merger agreement between NASCAR and ISC represents,” said NASCAR officials in a prepared statement. “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.”
In connection with the transaction negotiations, counsel for the plaintiff in The Firemen’s Retirement System of St. Louis v. James C. France, et al., Case No. 2018-CA-032105-CICI in the Seventh Judicial Circuit of Volusia County, Fla., the previously-disclosed class action lawsuit on behalf of ISC shareholders challenging the transaction met with representatives of the special committee and will not challenge the fairness of the transaction price.
Dean Bradley Osborne Partners LLC is serving as financial advisor to the ISC Special Committee, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to the ISC special committee.
Goldman Sachs & Co. LLC is serving as financial advisor to NASCAR, and Baker Botts L.L.P. is acting as legal counsel for NASCAR. BDT & Co. is serving as financial advisor to the France family. Saul Ewing Arnstein & Lehr LLP is acting as legal counsel to ISC.