MONTICELLO, N.Y., Aug. 19, 2019 /PRNewswire/ -- Empire
Resorts, Inc. (NasdaqGM: NYNY) ("Empire Resorts" or the "Company")
today announced a definitive agreement under which affiliates of
Kien Huat Realty III Limited ("Kien
Huat") and Genting Malaysia Berhad ("Genting Malaysia") will
acquire all of the outstanding equity of the Company not currently
owned by Kien Huat or its affiliates
for $9.74 in cash per share of common
stock, and with each share of the Company's Series B preferred
stock receiving the same consideration on an as-converted to common
stock basis. Kien Huat is currently
the holder of approximately 86% of Empire Resorts' outstanding
shares of common stock, including common stock issuable upon
conversion of the Company's Series F convertible preferred
stock.
The purchase price represents a premium of approximately 15%
over the closing share price of Empire Resorts' common stock on
August 16, 2019, the last trading day
prior to today's announcement. The Board of Directors of Empire
Resorts has approved the transaction on the unanimous
recommendation of the previously formed special committee of
independent directors.
Empire Resorts and Kien Huat also
amended Kien Huat's existing
preferred stock commitment letter with the Company, which, subject
to the terms thereof, enhances Empire Resorts' access to capital
through February 2020. The amendment
increases Kien Huat's remaining
commitments from $52 million to
$77 million. This credit support will
enable the Company to continue satisfying its debt obligations,
while facilitating its operating strategy.
"We are pleased to reach this agreement and provide immediate
certain cash value to our stockholders," said Keith Horn, independent director of Empire
Resorts and chair of the special committee. "Kien Huat has been a true partner for Empire
Resorts, and we look forward to welcoming Genting Malaysia into our
ongoing relationship. With Kien Huat
and Genting Malaysia, we will be part of an extensive and
attractive organization with enhanced scale and global reach.
Importantly, Kien Huat has agreed to
provide incremental credit support to Empire Resorts, which will
enable the Company to meet its debt obligations as we continue to
execute on our business strategy."
Ryan Eller, President and Chief
Executive Officer of Empire Resorts, said, "With the resources and
support of Kien Huat and Genting
Malaysia, Empire Resorts will be better positioned financially and
operationally, which will help us advance our mission of delivering
a winning combination of luxury facilities, quality entertainment
and exceptional customer service. This transaction is a win-win for
all our stakeholders, including our stockholders, customers,
employees, creditors and the communities in which we operate.
Importantly, we expect our employees will benefit from new
opportunities for career development as part of a larger
organization. I look forward to working closely with Kien Huat and Genting Malaysia to seamlessly
complete the transaction."
Transaction Details
Under the terms of the agreement, Empire Resorts' special
committee, with the assistance of its financial advisor, will
conduct a 10-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, an all-season
integrated destination casino resort located in Sullivan County, New York, approximately 90
miles from New York City,
including the 101-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 and
www.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 are difficult to predict. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to, risks related to the proposed
transaction with Kien Huat,
including the risk that the proposed transaction may not occur, the
risk of unexpected costs or liabilities, delays due to regulatory
review, the risk that certain closing conditions may not be timely
satisfied or waived, the risk of litigation, the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of the Company's common stock,
and the risk that general and business conditions may change. Risk
factors are detailed in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
2018 and subsequent reports filed with the Securities and
Exchange Commission ("SEC"). Such reports are available on the
SEC's website (www.sec.gov). We caution you not to place undue
reliance on any forward-looking statements, which are made as of
the date hereof or as otherwise specified herein. The Company
undertakes no obligation to update any of these forward-looking
statements to reflect actual results, new information or future
events, changes in assumptions or changes in other factors
affecting forward-looking statements, except to the extent required
by applicable law. If we update one or more forward-looking
statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking
statements.
Additional Information and Certain Information Regarding
Participants
The Company, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from Company stockholders in connection with the proposed
transaction. The Company intends to file a proxy statement and
other relevant materials with the SEC in connection with any such
solicitation of proxies from Company stockholders. COMPANY
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information
regarding the ownership of the Company's directors and executive
officers in the Company's common stock is included in their SEC
filings on Forms 3, 4, and 5, which can be found through the
Company's website (http://www.empireresorts.com), or through the
SEC's website at www.sec.gov. Information can also be found in the
Company's other SEC filings, including the Company's Annual Report
on Form 10-K for the year ended December 31,
2018. More detailed and updated information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the proxy statement and other materials to be filed with the SEC in
connection with the proposed transaction. Stockholders will be able
to obtain the proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the
SEC for no charge at the SEC's website at www.sec.gov. Copies will
also be available at no charge at the Company's website at
http://www.empireresorts.com, by writing to Empire Resorts, Inc.,
at c/o Monticello Casino and
Raceway, 204 State Route 17B, P.O.
Box 5013, Monticello, NY,
12701.
Contacts
For Empire Resorts:
Talya Regan, 845-428-7200, EXT. 1646
Public Relations Manager
tshlang@rwcatskills.com
Matthew Sherman / Ed Trissel
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
View original
content:http://www.prnewswire.com/news-releases/empire-resorts-to-be-acquired-by-kien-huat-realty-iii-limited-and-genting-malaysia-berhad-300903412.html
SOURCE Empire Resorts, Inc.
