Landcadia Holdings II has announced it has entered into an amendment to the purchase agreement relating to its proposed business combination with Golden Nugget Online Gaming (GNOG) to modify the voting requirement for stockholder approval of the acquirement.
The amendment’s purpose is to provide increased certainty that the business combination will receive stockholder approval at the special meeting of stockholders to be reconvened on December 29.
Last month, Landcadia II was granted regulatory approval by the New Jersey Casino Control Commission to acquire GNOG.
In accordance with the amendment, the proposal to approve the business combination and certain related proposals must receive the affirmative vote of a majority of our outstanding shares of common stock that are voted at the special meeting, rather than a majority of the outstanding shares of Class A common stock held by disinterested stockholders.
The amendment also states the proposal to approve an amended and restated certificate of incorporation of the company must receive the affirmative vote of a majority of our outstanding shares of common stock, rather than a majority of the outstanding shares of Class A common stock held by disinterested stockholders.
The company believes the amendment is in the best interests of its stockholders given the increase in the price of the company’s Class A common stock since the announcement of the business combination and the overwhelming support of it by stockholders who have voted thus far.
As of December 18, approximately 99.8% of the Class A shares held by disinterested stockholders that have voted did so in favor of the business combination, and over 90% voted in favor of the other proposals.
However, only approximately 40.5% of holders of Class A common stock have voted thus far, and the company believes that the low voter turnout is primarily the result of having a significant portion of its stockholder base comprised of retail stockholders.
Landcadia II expects that the amendment will create more certainty that the business combination and other proposals to be presented to its stockholders at the reconvened special meeting on December 29 will be approved since the shares of common stock held by Tilman J. Fertitta and his affiliates and Jefferies Financial Group and its affiliates have been voted in favor of each of the proposals.
