Dover Downs to combine with Twin River Worldwide
Dover Downs and Twin River Worldwide announced that they have entered into a definitive merger agreement. The proposed transaction will transform Twin River into a publicly traded company with strategically placed gaming and entertainment holdings throughout the United States. The merger contemplates that Dover Downs stockholders will exchange their Dover Downs stock for Twin River common shares representing 7.225% of the equity in the combined company at closing. Common Stock and Class A Common Stock of Dover Downs will be treated equally in the merger. The transaction is intended to qualify as a tax-free reorganization. Twin River is privately held and there is currently no public market for its shares. As a condition to closing, Twin River will register its shares with the Securities and Exchange Commission and list the shares on the NYSE or NASDAQ. The number of Twin River shares to be issued will be calculated based on each company's fully diluted share count at closing. Based on each company's share count as of the date hereof, each share of Dover Downs stock would be exchanged for 0.0225 shares of Twin River stock. Twin River contemplates effecting a stock split prior to closing intended to bring its stock price to a marketable trading range, which would result in a corresponding adjustment to the exchange ratio. Twin River also currently intends to initiate a tender offer or other form of return of capital transaction after the closing. The amount and terms will be determined at that time and be based upon prevailing market conditions, Twin River's financial condition and prospects and other factors.