Canterbury Park Holding Corporation Announces June 28, 2016 Annual Shareholders Meeting
01 June 2016 - 6:00AM
Business Wire
Shareholders to Vote on Proposed Business
Restructuring
Canterbury Park Holding Corporation (NASDAQ: CPHC) (the
“Company”) today announced that it will hold its Annual Meeting of
Shareholders on Tuesday, June 28, 2016, at 10:00 a.m. local time
(CDT). The meeting will be held at the Company’s Racetrack at 1100
Canterbury Road, Shakopee, MN 55379.
At the Annual Meeting, in addition to electing six directors and
considering other matters, the Company’s shareholders will be asked
to vote on the reorganization of the Company’s business into a
holding company structure (the “Reorganization”) pursuant to an
Agreement and Plan of Merger dated as of March 1, 2016 between the
Company, New Canterbury Park Holding Corporation, a wholly-owned
subsidiary of the Company (“NewHoldingCo”), and Canterbury Park
Entertainment LLC (“EntertainmentCo”), a wholly-owned subsidiary of
NewHoldingCo. If approved by the shareholders, the Company’s
business will be restructured as follows:
- NewHoldingCo will replace the Company
as the public company owned by the Company’s shareholders. Each
share of the Company’s common stock outstanding at the time of the
Reorganization will automatically be converted into one share of
common stock in NewHoldingCo, and each shareholder will have the
same percentage ownership in NewHoldingCo immediately after the
Reorganization as that shareholder had in the Company immediately
before the Reorganization.
- NewHoldingCo will be the holding
company for and parent company of two subsidiaries, EntertainmentCo
and Canterbury Development LLC (“DevelopmentCo”), another recently
formed subsidiary of NewHoldingCo.
- EntertainmentCo will be the surviving
business entity in a merger with the Company and will become the
direct owner of all land, facilities, and other assets used in the
Company’s pari-mutuel wagering, card casino, concessions and other
related businesses (“Racetrack Operations”); it will continue to
conduct these businesses consistent with current practices and will
be subject to direct regulation by the Minnesota Racing Commission
(“MRC”).
- DevelopmentCo will continue the
Company’s efforts to commercially develop approximately 140 acres
of land currently owned or controlled by the Company that are not
needed for our Racetrack Operations. DevelopmentCo will not be
subject to direct regulation by the MRC.
Mr. Randall D. Sampson, the Company’s Chief Executive Officer
commented: “We are pleased to be able to present the proposed
Reorganization to our shareholders on June 28. The Reorganization
is a key element to our future development plans. It will not only
enable the Company to legally separate its regulated gaming
businesses from its real estate development activities, it will
also establish a structure which offers strategic, operational and
financing flexibility.
“Shareholders will not be affected by the Reorganization.
NewHoldingCo, through its subsidiaries, will continue to conduct
all of the operations currently conducted by the Company and its
subsidiaries, and the directors and principal executive officers of
the Company prior to the Reorganization will be the same as the
directors and executive officers of NewHoldingCo following the
Reorganization.
“If approved at the Annual Meeting, we expect the Reorganization
will become effective on or about June 30, 2016. At that time,
NewHoldingCo’s name will be changed to Canterbury Park Holding
Corporation, and we expect its shares will trade on the NASDAQ
Global Market (‘NASDAQ’) under the ticker symbol ‘CPHC’, which is
the NASDAQ ticker symbol currently used for trading the Company
shares.”
About Canterbury
Park:Canterbury Park Holding Corporation owns and
operates Canterbury Park Racetrack, Minnesota’s only thoroughbred
and quarter horse racing facility. The Company’s 69-day 2016 live
race meet began May 20 and ends September 17. In addition,
Canterbury Park’s Card Casino hosts “unbanked” card games 24 hours
a day, seven days a week, offering both poker and table games. The
Company also 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.
Important Information Regarding
Information Filed with the SECThe Company filed a
Registration Statement on Form S-4 and a preliminary Proxy
Statement/Prospectus in April 2016 with the Securities and Exchange
Commission (“SEC”). On May 27, 2016 the SEC declared the
Registration Statement effective and also completed its review of
the Proxy Statement/Prospectus. The Company is now in the process
of delivering its definitive Proxy Statement/Prospectus to all
shareholders. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH OR INCORPORATED BY REFERENCE CONTAIN IMPORTANT
INFORMATION ABOUT THE REORGANIZATION. THE COMPANY’S SHAREHOLDERS
ARE URGED TO READ CAREFULLY THESE DOCUMENTS WHEN THEY ARE DELIVERED
BEFORE DECIDING HOW TO VOTE ON THE REORGANIZATION.
Shareholders and investors may obtain free copies of the Proxy
Statement/Prospectus and relevant other documents filed with the
SEC by the Company through the EDGAR website maintained by the SEC
at www.sec.gov. In addition,
shareholders may obtain free copies of the Proxy
Statement/Prospectus and the other relevant documents filed by the
Company with the SEC by contacting David C. Hansen, Secretary and
Chief Financial Officer, Canterbury Park Holding Corporation
Dhansen@canterburypark.com.
Forward-Looking
Statements:Information set forth in this news
release contains various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. The Private Securities
Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. All
forward-looking statements made in this press release are made
pursuant to the Act.
The reader is cautioned that such forward-looking statements are
based on information available at the time and/or management's good
faith belief with respect to future events, and are subject to
risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the
statements. Forward-looking statements speak only as of the date
the statement was made. We assume no obligation to update
forward-looking information to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking
information. Forward-looking statements are typically identified by
the use of terms such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "predict,"
"project," "should," "will," and similar words, although some
forward-looking statements are expressed differently.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. Important factors
that could cause actual results to differ materially from
expectations include: significant competition, both directly from
other gaming operations and indirectly from other forms of
entertainment and leisure time activities; general economic trends;
consumer confidence and reductions in consumers’ discretionary
spending, which may result from economic conditions, unemployment
levels and other changes; subject to extensive regulation from
gaming authorities; changes in the laws that govern our business,
including the possibility of an increase in gaming taxes, which
would increase our costs, and changes in other laws; dependent on
key personnel; may not be able to attract a sufficient number of
horses and trainers to achieve full field horse races; inclement
weather and other conditions may affect our ability to conduct live
racing; an increase in the minimum wage mandated under Federal or
Minnesota law; and other factors as discussed in the Company’s
Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, each as filed with the United
States Securities and Exchange Commission. The Company does not
intend to update publicly any forward-looking statements except as
required by law. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this press
release may not occur.
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Canterbury Park Holding CorporationRandy Sampson,
952-445-7223
Canterbury Park (NASDAQ:CPHC)
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