EX-99.1
6
tv517412_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
DOVER DOWNS STOCKHOLDERS APPROVE MERGER
WITH TWIN RIVER;
MERGER SET TO CLOSE ON MARCH 28, 2019
March 26, 2019: Dover Downs Gaming &
Entertainment, Inc. (NYSE: DDE) and Twin River Worldwide Holdings, Inc. have announced that Dover Downs received the
required vote of Dover Downs stockholders to approve the proposed merger of Dover Downs and Twin River at today's special
meeting and that the parties expect to close the transaction on March 28, 2019. Over 99% of the votes cast were cast in favor
of the merger. A "majority of the minority" of stockholders also approved the merger.
Upon completion of the merger, Dover Downs
will become a wholly-owned subsidiary of Twin River, and all outstanding shares of Dover Downs common stock and class A common
stock will be converted into the right to receive shares of Twin River common stock (with cash in lieu of fractional shares). In
addition, Dover Downs common stock will cease trading on, and be delisted from, the New York Stock Exchange ("NYSE"),
and Twin River's common stock will be listed on the NYSE under the symbol "TRWH" and begin trading on March 29,
2019.
About Twin River
Twin River owns and manages two casinos
in Rhode Island and one in Mississippi, as well as a Colorado horse race track that possesses 13 OTB licenses. Properties include
Twin River Casino Hotel (Lincoln, RI), Hard Rock Hotel & Casino (Biloxi, MS), Tiverton Casino Hotel (Tiverton, RI) and
Arapahoe Park (Aurora, CO). Twin River's expertise spans various casino markets, including regional, destination and resort
environments. Its casinos range in size from 1,000 slots and 32 table games facilities to properties with 4,200 slots and 123 table
games, along with hotel and resort amenities.
About Dover Downs
Owned
by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE), Dover Downs Hotel & Casino® is a premier gaming
and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,200 slots, a full
complement of table games, including poker, and a newly expanded race and sports book taking single game wagers on professional
and college sports. The AAA-rated Four Diamond hotel is Delaware's largest with 500 luxurious rooms/suites and amenities
including a full-service spa/salon, concert
hall and 41,500 sq. ft. of multi-use event space. Live, world-class harness
racing is featured November through April, and horse racing is simulcast year-round. Additional property amenities include
multiple restaurants from fine dining to
casual fare, bars/lounges and retail shops. For more information,
please visit www.doverdowns.com.
Caution Concerning Forward-Looking Statements
This communication contains "forward-looking"
statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the transaction between
Dover Downs and Twin River and other corporate actions. All statements, other than historical facts, including statements regarding
the expected timing of the proposed transaction, the ability of the parties to complete the proposed transaction considering the
various closing conditions and any assumptions underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future
circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may,"
"will", "should", "potential", "intend", "expect", "endeavor,"
"seek", "anticipate", "estimate", "overestimate", "underestimate,"
"believe", "could", "project", "predict", "continue", "target"
or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that
are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations
will be achieved.
Any forward-looking statements speak only
as of the date of this communication. Neither Dover Downs nor Twin River undertakes any obligation to update any forward-looking
statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers
are cautioned not to place undue reliance on any of these forward-looking statements.
Contacts
Twin River:
Investor Contact
Stephen H. Capp
Executive Vice President and Chief Financial Officer
(401) 475-8474
InvestorRelations@twinriver.com
2
Media Contact
Patti Doyle
(401) 374-2553
Patti.Doyle@gmail.com
Dover Downs:
Timothy R. Horne - Sr. Vice President - Finance
(302) 857-3292
3

EX - 99 . 1 6 tv517412 _ ex99 - 1 . htm EXHIBIT 99 . 1 Exhibit 99 . 1 DOVER DOWNS STOCKHOLDERS APPROVE MERGER WITH TWIN RIVER ; MERGER SET TO CLOSE ON MARCH 28 , 2019 March 26 , 2019 : Dover Downs Gaming & Entertainment , Inc . ( NYSE : DDE ) and Twin River Worldwide Holdings , Inc . have announced that Dover Downs received the required vote of Dover Downs stockholders to approve the proposed merger of Dover Downs and Twin River at today ' s special meeting and that the parties expect to close the transaction on March 28 , 2019 . Over 99 % of the votes cast were cast in favor of the merger . A " majority of the minority " of stockholders also approved the merger . Upon completion of the merger , Dover Downs will become a wholly - owned subsidiary of Twin River , and all outstanding shares of Dover Downs common stock and class A common stock will be converted into the right to receive shares of Twin River common stock ( with cash in lieu of fractional shares ) . In addition , Dover Downs common stock will cease trading on , and be delisted from , the New York Stock Exchange ( " NYSE " ) , and Twin River 's common stock will be listed on the NYSE under the symbol " TRWH " and begin trading on March 29 , 2019 . About Twin River Twin River owns and manages two casinos in Rhode Island and one in Mississippi , as well as a Colorado horse race track that possesses 13 OTB licenses . Properties include Twin River Casino Hotel ( Lincoln , RI ) , Hard Rock Hotel & Casino ( Biloxi , MS ) , Tiverton Casino Hotel ( Tiverton , RI ) and Arapahoe Park ( Aurora , CO ) . Twin River 's expertise spans various casino markets , including regional , destination and resort environments . Its casinos range in size from 1,000 slots and 32 table games facilities to properties with 4,200 slots and 123 table games , along with hotel and resort amenities . About Dover Downs Owned by Dover Downs Gaming & Entertainment , Inc . ( NYSE : DDE ) , Dover Downs Hotel & Casino ® is a premier gaming and entertainment resort destination in the Mid - Atlantic region . Gaming operations consist of approximately 2,200 slots , a full complement of table games , including poker , and a newly expanded race and sports book taking single game wagers on professional and college sports . The AAA - rated Four Diamond hotel is Delaware 's largest with 500 luxurious rooms / suites and amenities including a full - service spa / salon , concert hall and 41,500 sq. ft. of multi - use event space . Live , world - class harness racing is featured November through April , and horse racing is simulcast year - round . Additional property amenities include multiple restaurants from fine dining to casual fare , bars / lounges and retail shops . For more information , please visit www.doverdowns.com . Caution Concerning Forward - Looking Statements This communication contains " forward - looking " statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 , as amended by the Private Securities Litigation Reform Act of 1995 , including statements regarding the transaction between Dover Downs and Twin River and other corporate actions . All statements , other than historical facts , including statements regarding the expected timing of the proposed transaction , the ability of the parties to complete the proposed transaction considering the various closing conditions and any assumptions underlying any of the foregoing , are forward - looking statements . Forward - looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words " may , " " will " , " should " , " potential " , " intend " , " expect " , " endeavor , " " seek " , " anticipate " , " estimate " , " overestimate " , " underestimate , " " believe " , " could " , " project " , " predict " , " continue " , " target " or other similar words or expressions . Forward - looking statements are based upon current plans , estimates and expectations that are subject to risks , uncertainties and assumptions . Should one or more of these risks or uncertainties materialize , or should underlying assumptions prove incorrect , actual results may vary materially from those indicated or anticipated by such forward - looking statements . The inclusion of such statements should not be regarded as a representation that such plans , estimates or expectations will be achieved . Any forward - looking statements speak only as of the date of this communication . Neither Dover Downs nor Twin River undertakes any obligation to update any forward - looking statements , whether as a result of new information or development , future events or otherwise , except as required by law . Readers are cautioned not to place undue reliance on any of these forward - looking statements . Contacts Twin River : Investor Contact Stephen H . Capp Executive Vice President and Chief Financial Officer ( 401 ) 475 - 8474 InvestorRelations@twinriver.com 2 Media Contact Patti Doyle ( 401 ) 374 - 2553 Patti.Doyle@gmail.com Dover Downs : Timothy R . Horne - Sr . Vice President - Finance ( 302 ) 857 - 3292 3