CANTON – The Hall of Fame Resort & Entertainment Co. has notified shareholders of an upcoming live webcast to vote on the proposed merger to take the company private.
The company announced the special meeting with a date to be determined in a preliminary proxy statement filed with the Securities and Exchange Commission on July 1. The Canton Repository’s call to a company spokeswoman seeking additional information was not immediately returned.
Stockholders will be asked to vote on the agreement, which would merge the Hall of Fame Resort and Omaha Merger Sub Inc. and result in Hall of Fame Resort surviving as a wholly owned subsidiary of HOFV Holdings LLC.
“The proposed merger is a ‘going private transaction’ under the rules of the United States Securities andExchange Commission,” according to the filing. “If the merger is completed, HOFRE will become a privately held company, wholly owned by parent.”
HOFV Holdings and Omaha Merger Sub are affiliates of Industrial Realty Group, a real estate and investment firm founded by Stuart Lichter. He is the president and chairman of the firm’s board of directors and is also the majority shareholder of the Hall of Fame Resort.
If the company goes private, each share of Hall of Fame Resort’s common stock will be canceled and converted into the right to receive $0.90 per share. The price is about 28.6% greater than the stock’s closing price of $0.70 on May 7, the last day before the public announcement of the merger agreement.
The company’s board of directors has recommended a vote in favor of going private. Failing to vote on the proposal “will be the same as a vote against such proposal,” according to the filing.
Shareholders who own stock through a bank, broker or other entity will receive instructions from them about how to vote. Anyone with questions or requests for assistance voting was asked to contact Alliance Advisors at 844-202-7187 or HOFV@allianceadvisors.com.
The Hall of Fame Resort, the company behind the Hall of Fame Village football-themed development and programming surrounding the Pro Football Hall of Fame, announced plans to go private earlier this year after considering an initial proposal from Lichter in late September.
Lichter described the move as “the best path forward for the company and its stockholders.” His initial letter continued, “Our proposal provides the company’s stockholders with an opportunity to obtain immediate liquidity and certainty of value at a time when the company is (and has been) facing significant liquidity challenges and overall difficult financial circumstances.”
Community leaders have praised the effort to take the Hall of Fame Resort private in hopes that work can resume on the stalled indoor water park project and hotel construction on the site.
Canton Mayor William V. Sherer II called it a positive development and expected construction on the water park to resume in the coming months. The city loaned the Village $8.5 million for the DoubleTree by Hilton hotel renovation downtown, water park and other infrastructure projects.
“The Village is heading in the right direction finally, with them going private,” he said a Repository story in May. “The bottom line is they’re not in default of their loans with the city right now, and that’s a good thing.”
Amid planning to transition to a private company, CEO Michael Crawford resigned in May but was retained as a consultant through August. The company said it was searching for his successor.
Last week, NASDAQ delisted the Hall of Fame Resort’s stock because it failed to hold an annual shareholder meeting on time. It now trades on an over-the-counter (OTC) market.
Reach Kelly at 330-580-8323 or kelly.byer@cantonrep.com
