Filed by
Youbet.com, Inc.
Pursuant
to Rule 425 under the
Securities
Act of 1933, as amended, and
deemed
filed pursuant to Rule 14a-12 under the
Securities
Exchange Act of 1934, as amended.
Subject
Company: Youbet.com, Inc.
Exchange
Act File No.: 1-34276
FOR
IMMEDIATE RELEASE
YOUBET
SETS SPECIAL MEETING DATE OF APRIL 6, 2010 FOR STOCKHOLDERS TO VOTE ON CHURCHILL
DOWNS MERGER
Burbank,
CA – March 3, 2010 — Youbet.com, Inc. (NASDAQ: UBET) (“Youbet”) announced today
that it has set April 6, 2010 at 10:00 a.m. local time as the date for its
special meeting of stockholders. At the special meeting, stockholders will
consider and vote on the adoption of the Agreement and Plan of Merger entered
into by Youbet and Churchill Downs Incorporated (“Churchill”), which provides
for a merger in which Youbet will become a wholly-owned subsidiary of Churchill.
Stockholders who owned Youbet common stock at the close of business on February
17, 2010 are entitled to vote at the special meeting.
The
proposed merger is subject to customary closing conditions, including the
requisite approval by holders of Youbet’s common stock at the special meeting
and the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In
connection with the proposed merger, Churchill filed a definitive proxy
statement/prospectus with the U.S. Securities and Exchange Commission (“SEC”)
pursuant to Rule 424 on March 2, 2010 (the “Proxy
Statement/Prospectus”). The Proxy Statement/Prospectus is available
on the SEC’s website at www.sec.gov and will be mailed by Youbet together with a
proxy card on or around March 4, 2010 to Youbet’s stockholders of record as of
the close of business on February 17, 2010.
The
special meeting will be held at the Company’s offices, located at 5901 De Soto
Avenue, Woodland Hills, California 91367.
Forward
Looking Statements
This
communication contains certain forward-looking statements. These forward-looking
statements, which are included in accordance with Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, may include, but are not limited to, statements about the benefits
of the proposed transaction, including future financial and operating results,
the combined company’s plans, objectives, expectations and intentions. These
statements are subject to a number of known and unknown risks, uncertainties and
other factors that may cause Youbet’s actual results and performance in future
periods to be materially different from any future results or performance
suggested by the forward looking statements in this communication. Although
Youbet believes the expectations reflected in such forward-looking statements
are based upon reasonable assumptions, it can give no assurance that actual
results will not differ materially from these expectations. Important factors
that could cause actual results to differ materially from those in the forward
looking statements include the possibility that the expected efficiencies and
cost savings from the proposed transaction will not be realized, or will not be
realized within the expected time period; the ability to obtain governmental
approvals of the Merger on the proposed terms and schedule contemplated by the
parties; the failure of Youbet’s stockholders to approve the proposed Merger;
the risk that the Churchill and Youbet businesses will not be integrated
successfully; disruption from the proposed transaction making it more difficult
to maintain business and operational relationships; the possibility that the
proposed transaction does not close, including, but not limited to, due to the
failure to satisfy the closing conditions; the timely development and
market acceptance of new products and technologies; Youbet’s ability to achieve
further cost reductions; increased competition in the advance deposit wagering
business; a decline in the public acceptance of wagering; wagering ceasing to be
legal in jurisdictions where Youbet currently operates; the limitation,
conditioning, or suspension of any of Youbet’s licenses; increases in or new
taxes imposed on wagering revenues; the adoption of future industry standards;
the loss or retirement of key executives; Youbet’s ability to meet its liquidity
requirements and maintain its financing arrangements; and general economic and
market conditions; as well as the risks and uncertainties discussed in the Proxy
Statement/Prospectus, Youbet’s Form 10-K for the year ended December 31, 2008
(as amended by Amendment No. 1 thereto on Form 10-K/A) and Churchill’s Form 10-K
for the year ended December 31, 2009, and in Youbet’s and Churchill’s other
filings with the SEC. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this
communication. Neither Youbet nor Churchill undertakes and each specifically
disclaims any obligation to publicly release the result of any revisions that
may be made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.
Important
Merger Information and Additional Information
This
communication is being made in respect of the proposed merger transaction
involving Churchill and Youbet. In connection with the proposed transaction,
Churchill has filed the Proxy Statement/Prospectus with the SEC pursuant to Rule
424 under the Securities Act of 1933, as amended, on March 2, 2010 and Youbet
will mail the Proxy Statement/Prospectus to its stockholders on or about March
4, 2010. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of
all documents filed with the SEC concerning this proposed transaction, free of
charge, at the SEC’s website (www.sec.gov), by accessing the Churchill website
at www.churchilldownsincorporated.com under the heading “Investor Relations” and
then under the link “SEC Filings” or from Churchill by directing a request to
700 Central Avenue, Louisville, KY 40208. Alternatively, you may obtain copies
by accessing Youbet’s website at www.Youbet.com under the heading “Investors
Relations” and then under the link “SEC Filings” or from Youbet by directing a
request to 5901 De Soto Avenue, Woodland Hills, CA 91367.
Churchill
and Youbet and their respective directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Churchill directors
and officers is available in Churchill’s proxy statement for its 2009 annual
meeting of shareholders, filed by Churchill with the SEC on April 28, 2009,
Churchill’s 2009 Annual Report on Form 10-K, filed by Churchill with the SEC on
March 2, 2010, and the Proxy Statement/Prospectus, filed by Churchill with the
SEC on March 2, 2010. Information regarding Youbet directors and executive
officers is available in Youbet’s proxy statement for its 2009 annual meeting of
stockholders, filed with the SEC on April 30, 2009, Youbet’s 2008 Annual Report
on Form 10-K, filed with the SEC on March 6, 2009, Amendment No. 1 to Youbet’s
2008 Annual Report on Form 10-K/A, filed with the SEC on January 28, 2010, and
the Proxy Statement/Prospectus, filed by Churchill with the SEC on March 2,
2010.
# # #
CONTACT:
|
Youbet.com,
Inc.
|
Integrated Corporate
Relations
|
|
Jeffrey
Grosman
|
William Schmitt
(Investors)
|
|
818.668.2384
|
203.682.8200
|
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