Transaction Details
Under the terms of the agreement, Empire Resorts’ special committee, with the assistance of its financial advisor, will conduct a10-business day“go-shop” process following the date of the announcement of the definitive agreement, during which it will actively initiate, solicit, encourage and evaluate alternative acquisition proposals, and potentially enter into negotiations with any parties that may offer alternative acquisition proposals. This process will facilitate our efforts to maximize value for stockholders. Empire Resorts will have the right to terminate the definitive agreement to accept a superior proposal, if one is received, subject to the terms and conditions of the definitive agreement. There can be no assurance that this“go-shop” process will result in a superior proposal or that any other transaction will be approved or completed. Empire Resorts does not intend to disclose developments with respect to the solicitation process unless and until its special committee makes a determination requiring further disclosure.
The transaction is expected to close in the fourth quarter of 2019. The transaction requires “majority of the minority” stockholder approval and provides an opportunity for Empire Resorts’ stockholders to exercise their appraisal rights in connection with the proposed transaction. The transaction is also subject to the satisfaction of customary closing conditions and regulatory approvals, including obtaining specified gaming authority approvals and performance of the parties’ contractual obligations through closing. Kien Huat has also entered into a voting agreement under which it has committed its voting shares in support of the transaction. Upon completion of the transaction, Empire Resorts will become a privately-held company and its common stock will no longer be listed on any public market.
Moelis & Company LLC is serving as financial advisor to Empire Resorts’ special committee and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as its legal advisor. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to Genting Malaysia.
About Empire Resorts, Inc.
Empire Resorts, Inc. was organized as a Delaware corporation on March 19, 1993, and since that time has served as a holding company for various subsidiaries engaged in the hospitality and gaming industries.
Empire owns and operates Resorts World Catskills, anall-season integrated destination casino resort located in Sullivan County, New York, approximately 90 miles from New York City, including the101-room lifestyle hotel The Alder adjacent to the casino. Empire also owns and operates Monticello Raceway, a harness horseracing facility that began racing operations in 1958 in Monticello, New York, approximately 90 miles northwest of New York City.
Further information about the Company is available at www.empireresorts.com, www.rwcatskills.com andwww.monticellocasinoandraceway.com.
Important Notice Regarding Forward-Looking Statements
The information in this press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expression, or the negative of these terms or similar expressions. These statements are based on management’s current beliefs, expectations, plans, assumptions and objectives of the Company and are subject to significant risks and uncertainties. All forward-looking statements speak only as of the date as of which they are made. These statements are not guarantees and involve certain risks, uncertainties and assumptions concerning future events that
