International Speedway Corp. (NASDAQ:ISCA) Q2 2019 Earnings Conference Call - Final Transcript
Jul 03, 2019 • 09:00 am ET
Good morning, and welcome to the International Speedway Corporation 2019 Second Quarter Earnings Conference Call. During the presentation all participants will be in a listen-only mode. Afterwards you will be invited to participate in the question-and-answer session. (Operator Instructions) As a reminder this conference is being recorded on Wednesday July 3rd, 2019.
With us this morning on the call are John Saunders, President; and Greg Motto; Executive Vice President and Chief Financial Officer. After formal remarks, John Saunders and Greg Motto will conduct a question-and-answer period. I will instruct you on the procedures at that time.
Before we start, the Company would like to address forward-looking statements that may be addressed on the call. Forward-looking statements involve risks, uncertainties and assumptions. Actual future performance, outcomes and results may differ materially from those expressed in these forward-looking statements. Please refer to the documents filed by International Speedway Corporation with the SEC specifically the most recent reports on Form 10-K and 10-Q which identify important risk factors which could cause actual results to differ from those contained in these forward-looking statements.
So with these formalities out of the way, I will turn the call over to John Saunders. Mr. Saunders?
Good morning, everyone and thanks for joining us today on our second quarter call. As I discussed on previous calls, NASCAR Holdings, Incorporated provided the ISC Board of Directors a non-binding offer to acquire the outstanding shares of ISC not currently owned by the France family stockholders. Our Board formed a special committee of independent directors in connection with the NASCAR proposal. The special committee retained advisers to evaluate proposal. During the quarter as the special committee recommended and the ISC Board of Directors unanimously approved the merger agreement which entitles certain holders of ISC Class A and B shares to receive $45 in cash for each share count. As we announced on May 22nd, 2019 NASCAR and ISC executed a merger agreement.
The merger is subject to the approval of at least a majority of the aggregate voting power of all outstanding shares of ISC common stock not held by NASCAR and its affiliates, the France family group and certain officers and directors of ISC. The merger is also conditioned upon the satisfaction or waiver of certain customary closing conditions including among others, the expiration or termination and if any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1986. We expect to file a preliminary proxy with the SEC. A final proxy will be mailed to all shareholders after we receive clearance that the proxy complies with the rules and regulations of the SEC. Please refer to the merger agreement and other SEC filings including our Form 10-K filed on January 25th, 2019, subsequent filings on Form 8-K and our Form 10-Q being filed today for additional information concerning the merger.
While the Company has entered into an agreement and plan of merger with NASCAR holdings, there could be no assurance that the merger or any other transaction will occur.