Speedway Motorsports, LLC entered into an agreement to acquire Dover Motorsports, Inc. (NYSE:DVD) from RMT Trust and others for approximately $130 million on November 8, 2021. Under the terms of the transaction, Speedway Motorsports will commence a tender offer to purchase all of the outstanding shares of Dover Motorsports in exchange for $3.61 per share in cash for an approximate total equity value of $131.5 million. All Dover Motorsports stockholders will receive the same per share consideration in the transaction. Upon the successful completion of the tender offer, Dover Motorsports stock will be cancelled and converted into the right to receive the price per share payable in the tender offer. At the effective time of the merger, each share that was not tendered in the offer, other than excluded shares and dissenting shares, will be converted into the right to receive the same offer price. The aggregate consideration payable to Dover Motorsports' securityholders in connection with the offer will be funded with cash on hand and borrowings under the Amended and Restated Credit Agreement, dated as of September 17, 2019, with Bank of America N.A., which provides for a five-year $100 million senior secured revolving credit agreement that matures in September 2024. Post completion of the acquisition, Dover Motorsports will survive the merger as a wholly owned subsidiary of Speedway Motorsports. Following the merger, Dover will cease to be a publicly traded company. Dover Motorsports will pay a fee of $5.1 million to Speedway, in case Dover Motorsports terminates the agreement.

If the offer is consummated and Speedway acquires a at least one share more than 50% of the aggregate voting power of all issued and outstanding shares of Dover, then, in accordance with the terms of the merger agreement, Dover will complete the merger without a vote of its stockholders to adopt the merger agreement and consummate the merger. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the voting power of all outstanding shares of Dover Motorsports, expiration or termination of the waiting period applicable to the transactions under the HSR Act, receipt of applicable approvals and certain other conditions. There is no financing condition to the offer. The Board of Directors of the Dover, acting on the unanimous recommendation of a special committee, has unanimously approved the transaction and recommend that the stockholders of Dover tender their shares pursuant to the offer. The board of directors of Speedway Motorsports has also approved the agreement. In connection with the execution of the merger agreement, certain of Dover's stockholders, representing approximately 57.5% of the total outstanding shares of Dover, entered into tender and support agreements with Speedway, to tender, pursuant to the offer, their shares in the offer and vote their shares in favor of the transaction. The Board of Directors of Dover Motorsports formed a special committee to review, evaluate and negotiate the definitive agreement. The waiting period applicable to the Offer under the HSR Act expired effective November 29, 2021. The offer commenced on November 23, 2021 and will expire on December 21, 2021, unless extended.

Joseph L. Seiler and Marc A. Leaf of Faegre Drinker Biddle & Reath LLP acted as legal advisor to Dover Motorsports. James N. Greene of Parker Poe Adams & Bernstein LLP acted as legal advisor and BofA securities acted as financial advisor to Speedway. Raymond James & Associates, Inc. acted as financial advisor to Dover and provided fairness opinion to the Board of Dover. MacKenzie Partners, Inc. acted as information agent while American Stock Transfer & Trust Company, LLC acted as depository and paying agent to Dover Motorsports in connection with the offer.