Press Releases
Youbet Sets Special Meeting Date Of April 6, 2010 For Stockholders To Vote On Churchill Downs Merger
Youbet.com, Inc. (NASDAQ: UBET) (“Youbet”) announced today that it has set April 6, 2010 at 10:00 a.m. local time as the date for its special meeting of stockholders. At the special meeting, stockholders will consider and vote on the adoption of the Agreement and Plan of Merger entered into by Youbet and Churchill Downs Incorporated (“Churchill”), which provides for a merger in which Youbet will become a wholly-owned subsidiary of Churchill. Stockholders who owned Youbet common stock at the close of business on February 17, 2010 are entitled to vote at the special meeting.
The proposed merger is subject to customary closing conditions, including the requisite approval by holders of Youbet’s common stock at the special meeting and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In connection with the proposed merger, Churchill filed a definitive proxy statement/prospectus with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Rule 424 on March 2, 2010 (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus is available on the SEC’s website at www.sec.gov and will be mailed by Youbet together with a proxy card on or around March 4, 2010 to Youbet’s stockholders of record as of the close of business on February 17, 2010. The special meeting will be held at the Company’s offices, located at 5901 De Soto Avenue, Woodland Hills, California 91367. Forward Looking Statements This communication contains certain forward-looking statements. These forward-looking statements, which are included in accordance with Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, may include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions. These statements are subject to a number of known and unknown risks, uncertainties and other factors that may cause Youbet’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward looking statements in this communication. Although Youbet believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations. Important factors that could cause actual results to differ materially from those in the forward looking statements include the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the ability to obtain governmental approvals of the Merger on the proposed terms and schedule contemplated by the parties; the failure of Youbet’s stockholders to approve the proposed Merger; the risk that the Churchill and Youbet businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the timely development and market acceptance of new products and technologies; Youbet’s ability to achieve further cost reductions; increased competition in the advance deposit wagering business; a decline in the public acceptance of wagering; wagering ceasing to be legal in jurisdictions where Youbet currently operates; the limitation, conditioning, or suspension of any of Youbet’s licenses; increases in or new taxes imposed on wagering revenues; the adoption of future industry standards; the loss or retirement of key executives; Youbet’s ability to meet its liquidity requirements and maintain its financing arrangements; and general economic and market conditions; as well as the risks and uncertainties discussed in the Proxy Statement/Prospectus, Youbet’s Form 10-K for the year ended December 31, 2008 (as amended by Amendment No. 1 thereto on Form 10-K/A) and Churchill’s Form 10-K for the year ended December 31, 2009, and in Youbet’s and Churchill’s other filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this communication. Neither Youbet nor Churchill undertakes and each specifically disclaims any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.TheStreet Premium Services
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