During a special meeting Friday, Churchill Downs shareholders approved issuance of up to 4.4 million shares of the company's stock to Duchossois Industries Inc. The stock allocation, approved by 96 percent of shareholders or their respective proxies, cleared the way for completion later Friday of the merger of Churchill and Arlington International Racecourse and its subsidiaries.
In addition to the racetrack, Churchill will assume control of Arlington Management Services Inc. and Turf Club of Illinois Inc., both properties of Duchossois Industries.
Under terms of the merger agreement, Duchossois Industries will receive 3.15 million shares upon closing, increasing the number of Churchill Downs' outstanding shares to more than 13 million. Duchossois Industries could receive up to an additional 1.25 million shares of Churchill Downs stock through an earn-out provision.
Additionally, Richard L. Duchossois, chairman of Duchossois Industries, will serve as a Churchill Downs director and as a member of the board's executive committee and will continue as chairman of Arlington's operating board. Craig J. Duchossois and Robert L. Fealy also will join Churchill Downs' board of directors, which was expanded from 12 to 15 members. Scott Mordell will continue as Arlington's president and chief executive officer.
"Our board of directors and management team are especially gratified by the strong affirmation our shareholders gave in favor of this merger," Thomas H. Meeker, Churchill Downs president and chief executive officer. "From here, we anticipate that we will proceed with closing today and begin our transition plan. We look forward to working with community leaders and horsemen in Illinois to strengthen the Thoroughbred industry in that state. Additionally, we heartily welcome Arlington's staff and management team to the Churchill Downs family, and we are very pleased that Richard Duchossois, Craig Duchossois and Robert Fealy will be joining our board of directors. Their leadership and expertise will be a tremendous asset to our company as we continue to pursue our strategic initiatives."
"This day is historical for racing," said Richard L. Duchossois. "We are combining two great companies into a strong leader within the Thoroughbred industry. The merger will benefit both Churchill Downs and Arlington, and, more important, it will strengthen our industry. Churchill Downs and Arlington are premier operations that together can create opportunities that will fortify racing both in Illinois and North America as well as benefit the horsemen and fans who participate in our sport."