Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on August 9, 2021, Golden Nugget Online Gaming, Inc., a
Delaware corporation (the "Company" or "GNOG"), DraftKings Inc., a Nevada
corporation ( "DraftKings"), New Duke Holdco, Inc., a Nevada corporation and a
wholly owned subsidiary of DraftKings ("New DraftKings"), Duke Merger Sub, Inc.,
a Nevada corporation and a wholly owned subsidiary of New DraftKings, and Gulf
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New
DraftKings ("Gulf Merger Sub"), entered into an agreement and plan of merger
(the "Merger Agreement"), pursuant to which, among other things, Gulf Merger Sub
will merge with and into GNOG (the "Gulf Merger"), with GNOG surviving the Gulf
Merger as a wholly owned subsidiary of New DraftKings.
The parties' obligations to consummate the transactions contemplated by the
Merger Agreement (the "Transactions") are conditioned upon, among other things,
the adoption of the Merger Agreement by the holders of a majority of the
outstanding shares of the Company's common stock entitled to vote on such
matter. On September 8, 2021, each of (i) Tilman J. Fertitta, the holder of
4,090,625 shares of Class A Common Stock, par value $0.0001 per share, of the
Company, and (ii) Landry's Fertitta, LLC, the holder of 31,657,545 shares of
Class B common stock, par value $0.0001 per share, of the Company, which
together represent approximately 88% of the combined voting power of all
outstanding shares of the Company's common stock, pursuant to Section 6.4(a) of
the Merger Agreement, delivered to the Company a written consent adopting the
Merger Agreement and approving the Transactions, including the Gulf Merger.
Accordingly, on September 8, 2021, the Merger Agreement was adopted by the
Company's stockholders, which satisfies one of the conditions to the closing of
the Transactions. The closing of the Transactions remains subject to the
satisfaction or waiver of the remaining conditions set forth in the Merger
Agreement.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, known as the PSLRA. When used in this
communication, the words "estimates," "projected," "expects," "anticipates,"
"forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should,"
"future," "propose" and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and
unknown risks, uncertainties, assumptions and other important factors, many of
which are outside of GNOG's control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements.
These forward-looking statements include, without limitation, DraftKings' and
GNOG's expectations with respect to future performance and anticipated financial
impacts of the proposed Transactions, the satisfaction of the closing conditions
to the proposed Transactions and the timing of the completion of the proposed
Transactions. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside of DraftKings' and GNOG's
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the outcome of any legal proceedings that
may be instituted against DraftKings and GNOG following the announcement of the
Merger Agreement and the transactions contemplated therein; (2) the inability to
complete the proposed Transactions, including due to failure to obtain approvals
or other determinations from certain gaming regulatory authorities, or to
satisfy other conditions to closing in the Merger Agreement; (3) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the transactions
contemplated therein to fail to close; (4) the inability to obtain or maintain
the listing of New DraftKings Class A common stock on The Nasdaq Stock Market
following the proposed Transactions; (5) the risk that the proposed Transactions
disrupt current plans and operations as a result of the announcement and
consummation of the proposed Transactions; (6) the ability to recognize the
anticipated benefits of the proposed Transactions, which may be affected by,
among other things, competition and the ability of the combined company to grow
and manage growth profitably and retain its key employees; (7) costs related to
the proposed Transactions; (8) changes in applicable laws or regulations,
particularly with respect to gaming, gambling, sportsbooks, fantasy sports and
other similar businesses; (9) the possibility that DraftKings, GNOG or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; (10) market and supply chain disruptions due to the
COVID-19 outbreak or other epidemics, pandemics or similar public health events;
and (11) other risks and uncertainties indicated from time to time in GNOG's
filings with the Securities and Exchange Commission ("SEC"), including the joint
information statement/prospectus relating to the proposed Transactions when
filed. GNOG cautions that the foregoing list of factors is not exclusive. GNOG
cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. For a discussion of additional
risks and uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see those described under "Risk
Factors" in GNOG's filings with the SEC. GNOG does not undertake any obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made
in the United States absent registration under the U.S. Securities Act of 1933,
as amended, or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements.
Additional Information about the Transactions and Where to Find It
In connection with the proposed Transactions, New DraftKings intends to file a
registration statement on Form S-4 (the "Registration Statement") with the SEC,
which will include an information statement of GNOG, an information statement of
DraftKings, an offering prospectus of New DraftKings, and certain other related
documents. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DRAFTKINGS, NEW DRAFTKINGS
AND GNOG AND THE TRANSACTIONS. The definitive information statements that will
form part of the Registration Statement will be mailed to stockholders of GNOG
and DraftKings as of a record date to be established. Investors and security
holders will also be able to obtain copies of the Registration Statement and
other documents containing important information about each of the companies
once such documents are filed with the SEC, without charge, at the SEC's web
site at www.sec.gov.
© Edgar Online, source Glimpses