Youbet’s United Tote subsidiary is a leading supplier of totalizator systems, equipment andĬhurchill Downs Incorporated To Acquire, Inc. Youbet is also the exclusive provider of horse racing content to and. Youbet has introduced such breakthrough features such as its WagerPadPro™ wagering interface, MyROI, a best-in-class analytic tool, and the recently launched beta version of, a new social media website focused on real-time aggregation of fans’ thoughts and opinions on horse racing. Youbet is recognized as a leading innovator in the advanced deposit wagering (“ADW”) channel, delivering horse racing online to consumers in the U.S. This transaction is expected to qualify as tax-deferred under Section 368 of the Internal Revenue Code. 10, 2009, the transaction represents a per-share value of Youbet common stock of approximately $2.84, and an implied premium of 28% for Youbet shareholders over the closing price of Youbet common stock on Tues. Based on the closing price of CDI common stock on Tues. After the close of the transaction, shareholders are expected to own approximately 16% of CDI. Under the terms of the transaction, Youbet shareholders would receive a fixed ratio of 0.0598 shares of CDI common stock plus $0.97 in cash for each share of Youbet common stock they own, subject to possible future adjustment to the exchange ratio in very limited circumstances to increase the cash consideration and correspondingly decrease the stock consideration, in order to ensure that the transaction does not require CDI to issue more than 19.6% of its outstanding common stock prior to the transaction. 10, 2009, closing price of CDI common stock. (NASDAQ: UBET) (“Youbet”) announced today they have entered into a definitive merger agreement under which CDI would acquire all of the outstanding shares of Youbet in a transaction valued at approximately $126.8 million based on the Tues. 11, 2009) – Churchill Downs Incorporated (NASDAQ: CHDN) (“CDI”) and, Inc. Combination expected to deliver faster product innovation and an improved customer experience to horse racing fans, as well as to attract new fans to racingĬompanies believe anticipated revenue opportunities and $10 million in projected annualized cost synergies make deal attractive to shareholders of both companies

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