Canterbury Park Announces Business Restructuring to Facilitate Property Development
06 October 2015 - 9:00AM
Business Wire
New Canterbury to be a Holding Company for
and Parent Company of Two Subsidiaries, Canterbury Park
Entertainment and Canterbury Development
Canterbury Park (Nasdaq: CPHC) announced that on October 2,
2015, the Company’s Board of Directors approved a Plan of
Reorganization to reorganize and reincorporate the Company into a
holding company structure (the “Business Restructuring”). The
Business Restructuring is a key step in the future development of
up to approximately 200 acres of the Company’s underutilized
property (“Development Land”), because it will create the legal
framework to enable the Company to separate its regulated
pari-mutuel wagering, card casino, concessions and other related
businesses (“Racetrack Operations”) from the Development Land.
The Business Restructuring requires shareholder approval, and on
October 2, 2015, the Company filed preliminary proxy materials with
the Securities and Exchange Commission for a special meeting of
shareholders to approve the Business Restructuring. The Company
expects the special shareholders meeting will be held in late
November 2015.
If approved by the shareholders, upon consummation of the
transactions contemplated by the Business Restructuring, the
Company’s business will be reorganized as follows:
- A recently formed corporation, “New
Canterbury” will be the public company owned by the Company’s
shareholders, and without the need to take any action, each
shareholder will have the same percentage ownership in New
Canterbury (and, indirectly, in all property and other assets
currently owned by the Company) immediately after the Business
Restructuring as that shareholder had immediately before the
Business Restructuring.
- New Canterbury will be a holding
company for and parent company of two, recently formed
subsidiaries, Canterbury Park Entertainment LLC and Canterbury
Development LLC.
- Canterbury Park Entertainment LLC will
be the surviving business entity in a merger with the Company and
will directly own all land, facilities, and substantially all other
assets related to the Company’s Racetrack Operations, will conduct
these businesses consistent with current practices, and will be
subject to direct regulation by the Minnesota Racing Commission
(“MRC”).
- Canterbury Development LLC will
continue the Company’s efforts to commercially develop up to
approximately 200 acres of land currently owned or controlled by
the Company that is not needed for the Racetrack Operations.
Canterbury Development will not be subject to direct regulation by
the MRC.
Canterbury Park also announced today that it has completed the
sale of an approximately six-acre parcel located at Vierling Drive
East and Eagle Creek Blvd for $1.43 million to Minnesota Municipal
Power Agency (MMPA). MMPA has begun the process of seeking the
necessary state and local approvals to develop a natural gas fired
electric power generation and production facility.
Canterbury Park CEO Randy Sampson stated, “The Business
Restructuring, along with our recent application to the City of
Shakopee to plat and subdivide all of the approximately 407 acres
we own, are steps that will give the Company the flexibility it
needs to develop our underutilized property. The proposed Business
Restructuring will allow us to pursue development of our
underutilized land in a business entity that is not subject to the
direct Minnesota Racing Commission regulation that is required for
our Racetrack Operations. Also, conducting real estate development
in a separate entity will minimize the financial risk to our
Racetrack Operations that is inherent in real estate
development.”
Sampson continued, “We believe the land sale to MMPA
demonstrates our opportunity to build shareholder value through the
development of our underutilized land, even though we have recently
decided to change the emphasis of our development plans. Because of
information we recently gained in our ongoing due diligence, rather
than relocating our barn area and pursuing a destination lifestyle
retail development, we will focus our immediate development plans
to take advantage of opportunities that do not require moving the
barn area. We have changed our focus because we determined the cost
to move the barn area is too significant an impediment to the
financial viability of a large scale retail development in that
location at this time. As a result, we will now pursue approvals
necessary for apartments and business park development as our first
phases of development. We believe the dramatic job growth underway
in Shakopee has created an opportunity to develop a unique
multi-family residential community with a variety of apartment
types and attractive amenities at Canterbury Park. We will also
continue to explore the viability of a smaller scale project that
would not require a complete relocation of our barn area and
possibly feature restaurants, a hotel, a grocery anchor and other
retail.”
About Canterbury Park:Canterbury Park Holding Corporation
(NASDAQ:CPHC) owns and operates Canterbury Park Racetrack and Card
Casino, Minnesota’s only thoroughbred and quarter horse racing
facility. The Company recently concluded a 70-day live race meet.
Canterbury Park’s Card Casino hosts card games 24 hours a day,
seven days a week, offering both poker and table games. In
addition, the Company conducts year-round wagering on simulcast
horse racing and hosts a variety of other entertainment and special
events at its facility in Shakopee, Minnesota. For more information
about the Company, please visit www.canterburypark.com.
Cautionary Statement:From time to time, in press releases
and in other communications to shareholders or the investing
public, Canterbury Park Holding Corporation may make
forward-looking statements concerning possible or anticipated
future financial performance, business activities or plans based on
management’s beliefs and assumptions. These forward looking
statements are typically preceded by the words such as "believes,"
"expects," "anticipates," "intends" or similar expressions.
Shareholders and the investing public should understand that these
forward-looking statements are subject to risks and uncertainties,
including those disclosed in our periodic filings with the
Securities and Exchange Commission, which could cause actual
performance, activities or plans after the date the statements are
made to differ significantly from those indicated in the
forward-looking statements when made.
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version on businesswire.com: http://www.businesswire.com/news/home/20151005006726/en/
Canterbury ParkJeff Maday, 952-292-7524Media
Relations Managerjmaday@canterburypark.com
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