LAS VEGAS, Jan. 8, 2021 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE UK'S CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
ANY FIRM OFFER WILL BE MADE
MGM Resorts International (NYSE: MGM) ("MGM" or the "Company")
notes the announcement dated January 4,
2021 by Entain plc ("Entain"), its partner in the U.S.
sports betting and iGaming market, regarding a possible offer by
MGM, for the entire issued and to be issued share capital of
Entain, of 0.6 MGM shares for each Entain share, which, based on
closing prices on December 31, 2020,
represents a value of 1,383 pence per
Entain share and a premium of 22% to Entain's share price (the
"Proposed Transaction").
In accordance with Rule 2.10 of the UK's City Code on Takeovers
and Mergers, MGM confirms that, it has received a
non-binding letter of intent from IAC/InterActiveCorp ("IAC"),
MGM's largest shareholder with interest in 59,033,902 MGM shares,
setting out IAC's support of the Proposed Transaction.
IAC considers the strategic rationale for MGM's proposed
combination with Entain to be compelling and believes that:
- A combination would position the combined company as a pure
play omni-channel global leader in gaming and entertainment;
- The future of gaming will be omni-channel, and the long-term
winners in global gaming will deliver customers compelling digital
and physical experiences under one brand and loyalty program and
will leverage customer acquisition spend across a holistic consumer
journey in gaming;
- An alignment of incentives and goals through a combination
would accelerate the growth and market penetration of BetMGM, a
leader in the US, which we believe to potentially be the largest
online sportsbetting and iGaming market in the world;
- MGM's asset base, including its 34mm MLife customers, its
leadership position in Las Vegas,
China and key 7 regional markets
in the US, combined with Entain's complementary physical footprint
in the UK and Europe, its leading
technology platform and its digital presence in UK, Germany, Belgium, Italy, Brazil
and 15+ other countries could expand the combined company's market
opportunities by leveraging each company's local geographic and
operational expertise in new markets; and
- A strong balance sheet and robust annual free cash flow
generation would allow the combined business to aggressively pursue
its growth objectives such as US online market penetration, new
development in key international gaming markets, future M&A and
returning capital to shareholders.
MGM has also indicated that a partial cash alternative could
also be made available to Entain shareholders. IAC, has indicated
in its letter of intent that it would be willing to consider
funding a portion of the partial cash alternative through a further
investment in MGM due to IAC's confidence in MGM and its prospects.
IAC further indicated in its non-binding letter of intent that
it is IAC's current intention that IAC's additional investment into
MGM for these purposes could be up to US$1
billion. The terms and amount of such investment would
require the mutual agreement of IAC and MGM.
IAC has to date invested approximately US$1 billion in MGM with an initial investment
thesis of accelerating MGM's penetration of the $450 billion global gaming market. IAC notes in
its letter of intent that IAC continues to strongly support this
objective for MGM whether or not a transaction with Entain is
consummated.
In accordance with Rule 2.5 of the UK's City Code on Takeovers
and Mergers (the "Code"), the Company reserves the right to:
- vary the form and/or mix of the consideration described in this
announcement; and
- make the offer on less favourable terms:
a) with the recommendation or consent of the Board of
Entain;
b) if Entain announces, declares or pays any dividend or any
other distribution to shareholders, in which case the Company will
have the right to make an equivalent reduction to the proposed
price;
c) if a third party announces a firm intention to make an
offer for Entain on less favourable terms than its proposal; or
d) following the announcement by Entain of a whitewash
transaction pursuant to the Code.
Any offer for Entain is governed by the Code on Takeovers and
Mergers. Under Rule 2.6 of the Code, MGM must by not later than
5.00 p.m. on 1
February 2021 either announce a firm intention to make an
offer for Entain in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline will only be extended with the
consent of the Panel in accordance with Rule 2.6 of the Code.
There can be no certainty that any offer will be made for
Entain.
Enquiries:
Joele Frank
Meaghan
Repko +1 212 355 4449
Dan
Katcher
PJT Partners (Lead financial adviser to MGM)
Simon
Lyons +44 (0) 20 3650 1100 /
Amish Barot +1 212 364 7800
Jonathan Hall
Finsbury Glover Hering
James
Leviton +44 20 7251 3801
Chris Ryall
ABOUT MGM RESORTS INTERNATIONAL
MGM Resorts
International (NYSE: MGM) is an S&P 500® global entertainment
company with national and international locations featuring
best-in-class hotels and casinos, state-of-the-art meetings and
conference spaces, incredible live and theatrical entertainment
experiences, and an extensive array of restaurant, nightlife and
retail offerings. MGM Resorts creates immersive, iconic experiences
through its suite of Las
Vegas-inspired brands. The MGM Resorts portfolio encompasses
29 unique hotel and destination gaming offerings in the United States and Macau, including some of the most recognizable
resort brands in the industry such as Bellagio, MGM Grand, ARIA and
Park MGM. The Company's 50/50 venture, BetMGM, LLC, offers U.S.
sports betting and online gaming through market-leading brands,
including BetMGM and partypoker. The Company is currently pursuing
targeted expansion in Asia through
the integrated resort opportunity in Japan. Through its "Focused on What Matters:
Embracing Humanity and Protecting the Planet" initiative, MGM
Resorts commits to creating a more sustainable future, while
striving to make a bigger difference in the lives of its employees,
guests, and in the communities where it operates. The global
employees of MGM Resorts are proud of their company for being
recognized as one of FORTUNE® Magazine's World's Most Admired
Companies®. For more information, please visit us at
www.mgmresorts.com. Please also connect with us @MGMResortsIntl on
Twitter as well as Facebook and Instagram.
Important notices
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, subscribe for or
otherwise acquire, or to sell, transfer or otherwise dispose of,
any securities or the solicitation of any vote or approval in any
jurisdiction, whether pursuant to this announcement or
otherwise.
The release, publication or distribution of this announcement
in, into or from jurisdictions outside the United States or the United Kingdom may be restricted by law and
therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Statements in this release that are not historical facts are
"forward-looking" statements and "safe harbor statements" that
involve risks and/or uncertainties, including those described in
the Company's public filings with the SEC. The Company has based
forward-looking statements on management's current expectations and
assumptions and not on historical facts. Examples of these
statements include, but are not limited to, statements the Company
makes regarding the expected benefits of any transaction. These
forward-looking statements involve a number of risks and
uncertainties. Among the important factors that could cause actual
results to differ materially from those indicated in such
forward-looking statements include the continued impact of the
COVID-19 pandemic on the Company's business, the general economic
conditions and market conditions in the markets in which the
Company operates and competition with other destination travel
locations throughout the United
States and the world, the design, timing and costs of
expansion projects, risks relating to international operations,
permits, licenses, financings, approvals and other contingencies in
connection with growth in new or existing jurisdictions and
additional risks and uncertainties described in the Company's Form
10-K, Form 10-Q and Form 8-K reports (including all amendments to
those reports). In providing forward-looking statements, the
Company is not undertaking any duty or obligation to update these
statements publicly as a result of new information, future events
or otherwise, except as required by law. If the Company updates one
or more forward-looking statements, no inference should be drawn
that it will make additional updates with respect to those other
forward-looking statements.
Disclaimer
PJT Partners (UK) Limited ("PJT Partners")
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom is
acting exclusively for MGM and no one else in connection with the
matters described herein and will not be responsible to anyone
other than MGM for providing the protections afforded to clients of
PJT Partners or for providing advice in connection with the matters
described herein. Neither PJT Partners nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of PJT Partners in connection with this announcement,
any statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a)
of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London
time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London
time) on the 10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm
(London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Disclosure under Rule 26.1 of the Code
In accordance
with Rule 26.1 of the Code, subject to certain restrictions
relating to persons resident in restricted jurisdictions, a copy of
this announcement will be available at MGM's website
(investors.mgmresorts.com) no later than 12 noon (London time) / 7
a.m. (New York time)
on 11 January 2021 (being the business day following the date
of this announcement). The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
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SOURCE MGM Resorts International