DAVE & BUSTER’S ENTERTAINMENT, INC. ADOPTS LIMITED DURATION SHAREHOLDER RIGHTS PLAN
March 19 2020 - 8:30AM
Dave & Buster's Entertainment, Inc., (NASDAQ:PLAY), ("Dave
& Buster's" or "the Company"), an owner and operator of
entertainment and dining venues, today announced that it has
adopted a 364-day duration Shareholder Rights Plan (the “Rights
Plan”), effective March 18, 2020.
The Rights Plan is similar to plans adopted by other public
companies, and is intended to promote the fair and equal treatment
of all Dave & Buster’s shareholders and ensure that no person
or group can gain control of Dave & Buster’s through open
market accumulation or other tactics potentially disadvantaging the
interest of all shareholders. The Rights Plan will also position
the Dave & Buster’s Board of Directors to fulfill its fiduciary
duties on behalf of all shareholders by ensuring that the Board has
sufficient time to make informed judgments about any attempts to
take over the Company. The Rights Plan applies equally to all
current and future shareholders and is not intended to deter offers
that are fair and otherwise in the best interest of the Company’s
shareholders.
Under the Rights Plan, the Rights will become exercisable if a
person or group becomes the beneficial owner of 15% or more of the
Company’s outstanding Common Stock (20% or more in the case of
eligible passive institutional investors). In the event that the
Rights become exercisable due to the triggering ownership threshold
being crossed, each Right will entitle its holder to purchase, at
the Right’s exercise price, a number of shares of Common Stock or
equivalent securities having a market value at that time of twice
the Right’s exercise price. Rights held by the triggering entity
will become void and will not be exercisable to purchase shares at
the reduced purchase price. The Board of Directors may,
rather than permitting the exercise of the Rights, exchange each
Right (other than Rights held by the triggering entity) for one
share of Common Stock per Right, subject to adjustment.
The Board of Directors will, prior to the Rights becoming
exercisable, in general be entitled to amend the Rights Plan or to
redeem the Rights for $0.01 per Right.
This announcement is a summary only and is
qualified by reference to the full text of the Rights Plan.
Additional details regarding the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the U.S. Securities and
Exchange Commission on March 19, 2020.
Goldman Sachs and Jefferies LLC are serving as financial
advisors to the Company and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is serving as legal counsel.
About Dave & Buster’s Entertainment,
Inc.
Founded in 1982 and headquartered in Dallas, Texas, Dave &
Buster's Entertainment, Inc., is the owner and operator of 136
venues in North America that combine entertainment and dining and
offer customers the opportunity to "Eat Drink Play and Watch," all
in one location. Dave & Buster's offers a full menu of entrées
and appetizers, a complete selection of alcoholic and non-alcoholic
beverages, and an extensive assortment of entertainment attractions
centered around playing games and watching live sports and other
televised events. Dave & Buster's currently has stores in 39
states, Puerto Rico, and Canada.
Forward-Looking Statements
The statements contained in this release that are not historical
facts are forward-looking statements. These forward-looking
statements involve risks and uncertainties and, consequently, could
be affected by our level of indebtedness, general business and
economic conditions, the impact of competition, the seasonality of
the Company's business, adverse weather conditions, future
commodity prices, guest and employee complaints and litigation,
fuel and utility costs, labor costs and availability, changes in
consumer and corporate spending, changes in demographic trends,
changes in governmental regulations, unfavorable publicity, our
ability to open new stores, and acts of God. Accordingly, actual
results may differ materially from the forward-looking statements,
and the Company therefore cautions you against relying on such
forward-looking statements. Dave & Buster's intends these
forward-looking statements to speak only as of the time of this
release and does not undertake to update or revise them as more
appropriate information becomes available, except as required by
law.
For Investor Relations Inquiries:Scott Bowman,
CFODave & Buster’s Entertainment,
Inc.972.813.1151scott.bowman@daveandbusters.com
For Media Inquiries:Andrew Siegel / Joseph
SalaJoele Frank, Wilkinson Brimmer Katcher 212.355.4449
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