$27.50 per share in cash. The merger agreement requires the Company to, in each calendar quarter prior to the closing, declare and pay a dividend in respect of each issued and outstanding share
of the Company’s Class A common stock at a price equal to $0.06 per share. The transaction is subject to the satisfaction of customary closing conditions and required regulatory approvals. No other stockholder approval is required. The
transaction is expected to close by the end of the first quarter of 2025.
Webcast Details
Following the prior announcement of Endeavor’s definitive agreement to be acquired by Silver Lake, the Company will not be hosting an earnings conference
call this quarter.
Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that do not relate to matters of historical fact should be
considered forward-looking statements, including, without limitation, the Company’s business strategy, the expected take-private of the Company by Silver Lake; the payment to be made to the Company’s stockholders; the expected timing of
the closing of the take-private transaction; the announced acquisition of PBR, On Location and IMG by TKO, the potential sale of certain events within the Company’s IMG portfolio, and the expected sale of the businesses comprising the
Company’s Sports Data & Technology segment. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,”
“expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these
words or expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may
cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: risks related to the Company’s potential transaction with Silver
Lake, the announced acquisition of PBR, On Location and IMG by TKO, and the potential sale of the businesses comprising the Company’s Sports Data & Technology segment; changes in public and consumer tastes and preferences and industry
trends; impacts from changes in discretionary and corporate spending on entertainment and sports events due to factors beyond our control, such as adverse economic conditions, on our operations; Endeavor’s ability to adapt to or manage new
content distribution platforms or changes in consumer behavior resulting from new technologies; Endeavor’s reliance on its professional reputation and brand name; Endeavor’s dependence on the relationships of its management, agents, and
other key personnel with clients; Endeavor’s dependence on key relationships with television and cable networks, satellite providers, digital streaming partners, corporate sponsors, and other distribution partners; Endeavor’s ability to
effectively manage the integration of and recognize economic benefits from businesses acquired, its operations at its current size, and any future growth; failure to protect the Company’s IT systems and confidential information against
breakdowns, security breaches, and other cybersecurity risks; risks related to Endeavor’s gaming business and applicable regulatory requirements; risks related to Endeavor’s organization and structure; risks related to the successful
integration of the businesses of UFC and WWE; and other important factors discussed in Part I, Item 1A “Risk Factors” in Endeavor’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, as any such factors may be updated from time to time in the Company’s other filings with the SEC, accessible on the SEC’s website at www.sec.gov and Endeavor’s Investor Relations site at
investor.endeavorco.com. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, Endeavor undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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