DOVER, Del. & LINCOLN, R.I.--(BUSINESS WIRE)--Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE) and Twin River Worldwide Holdings, Inc. announced today that they have entered into a definitive merger agreement. The proposed transaction will transform Twin River into a publicly traded company with strategically placed gaming and entertainment holdings throughout the United States.

The merger contemplates that Dover Downs stockholders will exchange their Dover Downs stock for Twin River common shares representing 7.225% of the equity in the combined company at closing. Common Stock and Class A Common Stock of Dover Downs will be treated equally in the merger. The transaction is intended to qualify as a tax-free reorganization (except for cash paid in lieu of fractional shares).

Adjusted EBITDA and EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures.” As of March 31, 2018, Twin River’s GAAP debt was $381.4 million, unrestricted cash and cash equivalents were $64.8 million and primary shares outstanding were 9.582 million.

The number of Twin River shares to be issued will be calculated based on each company’s fully diluted share count at closing. Based on each company’s share count as of the date hereof, each share of Dover Downs stock would be exchanged for 0.0225 shares of Twin River stock. Twin River contemplates effecting a stock split prior to closing intended to bring its stock price to a marketable trading range, which would result in a corresponding adjustment to the exchange ratio. Twin River also currently intends to initiate a tender offer or other form of return of capital transaction after the closing. The amount and terms will be determined at that time and be based upon prevailing market conditions, Twin River’s financial condition and prospects and other factors.

Dover Downs’ President and CEO, Denis McGlynn stated, “Becoming part of Twin River is transformational for us. We have been impressed with the depth and talent of the Twin River organization and their operational capabilities. We believe this transaction will help us grow our business, invest in our people and our facilities and compete more effectively given changes in gaming on the horizon. We expect to see many positive benefits for the State, the Delaware Lottery and our employees and stockholders.”

Jeffrey W. Rollins, a director and member of the Audit Committee of Dover Downs is expected to join the Twin River Board of Directors post-closing, pending regulatory approval.

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.

About Twin River Worldwide Holdings, Inc.

Twin River owns and manages two casinos in Rhode Island, one in Biloxi, Mississippi as well as a Colorado horse racetrack with OTB licenses. Twin River’s flagship casino, Twin River Casino, is located in Lincoln, Rhode Island and offers 162,000 square feet of gaming space on two floors with 4,220 VLTs and 119 table games, including a poker room. It shortly will open a 136-room amenity hotel. Simulcast is offered, and sports betting is scheduled to debut in Q4 2018. Twin River also owns and manages Newport Grand Casino in Newport, Rhode Island, which will close in late August when Tiverton Casino Hotel opens on September 1, 2018. The new casino will feature 1,000 VLTs, 32 table games and an 83-room hotel. In Mississippi, Twin River owns and operates the Hard Rock Hotel & Casino in Biloxi which features 1,200 VLTs, 52 table games and a 479-room hotel. Arapahoe Park in Aurora, Colorado offers live horse racing, a racebook and owns 13 OTB licenses.

For more information, visit www.twinrivermanagementgroup.com.