Hall of Fame Resort & Entertainment (HOFV) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger, where the company will be acquired and become a wholly owned subsidiary of a parent entity affiliated with Industrial Realty Group (IRG).

• The merger consideration is $0.90 per share in cash, representing a 28.6% premium to the closing price before the announcement.

• The company will cease to be publicly traded and will be delisted and deregistered if the merger is completed.

• The board, based on a special committee's recommendation, unanimously determined the merger is fair and in the best interests of unaffiliated shareholders.

• A fairness opinion from Wedbush Securities supported the financial fairness of the offer to unaffiliated shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast.

• Certain major shareholders have entered into a voting agreement to support the merger.

• Dissenting shareholders have appraisal rights under Delaware law to seek fair value for their shares.

Board of directors and corporate governance

• A special committee of independent directors was formed to evaluate the transaction, negotiate terms, and make recommendations.

• The board’s recommendation excludes interested directors, who recused themselves from deliberations and voting.

• The merger agreement includes provisions for the transition of directors and officers at closing.