MONTICELLO, N.Y.--(BUSINESS WIRE)--Empire Resorts, Inc. (the “Company”) today announced that it plans to commence a rights offering of common stock to holders of shares of its common stock and Series B Preferred Stock. The Company plans to make the rights offering through a distribution of transferable subscription rights to purchase shares of common stock of the Company to holders of its common stock and Series B Preferred Stock as of 5:00 p.m. on January 4, 2016 on terms and conditions to be determined prior to the commencement of the rights offering. The Company expects to utilize the net proceeds of the rights offering in connection with the development of the Montreign Resort Casino and the working capital purposes of the Company.
The proposed rights offering will also include an over-subscription privilege, which will entitle each rights holder that exercises all of its basic subscription rights in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to certain limitations. The Company expects Kien Huat Realty III Limited, the Company’s largest stockholder, to participate in and backstop this proposed rights offering pursuant to the terms of an earlier commitment letter with the Company.
The subscription rights will be transferable and are expected to begin trading on the Nasdaq Global Market under the symbol “NYNYR” on January 5, 2016. As a result of “due bill” trading procedures, we expect that the shares of the Company’s common stock will trade with an entitlement to subscription rights until an ex-dividend date has been established by Nasdaq.
The rights offering will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (Reg. No. 333-193176) on file with the Securities and Exchange Commission. The information herein is not complete and is subject to change. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the rights or the underlying shares, nor shall there be any sale of these securities in any state in which such offering, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any state or jurisdiction. The rights offering will be made only by means of a prospectus, copies of which will be mailed to eligible record date shareholders. Investors should consider the Company’s objectives and risks carefully before investing. The base prospectus contains this and additional information about the Company and the prospectus supplement will contain this and additional information about the rights offering and should be read carefully before investing. A copy of the based prospectus and the prospectus supplement, when available, may be obtained on the website of the Securities and Exchange Commission at www.sec.gov.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the distribution of the subscription rights and the commencement of the rights offering, the listing of the subscription rights for trading and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the Company’s determination to commence a rights offering, the Company’s ability to satisfy the listing requirements for the subscription rights, the development of a trading market for the subscription rights and the Company’s ability to complete the rights offering. These forward-looking statements speak only as of the date of this presentation, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including the most recent Form 10-K and 10-Q, for additional information about the Company and about the risks and uncertainties related to the Company’s business which may affect the statements made in this presentation.