LAS VEGAS, Jan. 4, 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 SUCH 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) (the "Company" or "MGM")
is aware of the announcement by Entain plc ("Entain"), its
partner in the U.S. sports betting and iGaming market, regarding a
possible offer by the Company for the entire issued and to be
issued share capital of Entain.
The Company confirms that it has proposed an offer 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. Under the terms of
the proposal, Entain shareholders would own approximately 41.5% of
the combined company. The Company has also indicated that a
partial cash alternative could also be made available to Entain
shareholders. In addition, IAC, the Company's largest shareholder,
has indicated it would potentially fund a portion of the partial
cash alternative through a further investment in MGM.
The Board of Entain has stated that it believes the proposal
undervalues Entain but has also asked the Company to provide
additional information in respect of the strategic rationale for a
combination of the two companies. MGM believes both its proposal
and the strategic rationale for the combination are compelling and
looks forward to engaging with Entain on this basis. In particular,
the Company believes that a combination with Entain would:
- Deliver full control of the BetMGM business to leverage the
rapidly growing U.S. iGaming and sports betting opportunity
- Position the Company as a global gaming company across both
online and retail with a leading end-to-end technology stack
- Expand and diversify the Company's operations, product
offerings and earnings
- Position the combined Company for future growth and investment
by leveraging its leading brands, leading technology platform and
strong balance sheet
There can be no certainty that any offer will be made for
Entain.
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:
- with the recommendation or consent of the Board of Entain;
- 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;
- if a third party announces a firm intention to make an offer
for Entain on less favourable terms than its proposal; or
- following the announcement by Entain of a whitewash transaction
pursuant to the Code.
The Company does not intend to comment further on this or other
rumors or speculation.
*
* *
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.
* * *
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.
MGM RESORTS
CONTACTS:
|
Investment
Community
|
News Media
|
CATHERINE
PARK
|
BRIAN
AHERN
|
Executive
Director, Investor Relations
|
Director of Media
Relations
|
cpark@mgmresorts.com
|
media@mgmresorts.com
|
|
|
Lead financial
adviser to MGM
|
|
PJT
PARTNERS
|
|
Simon
Lyons +44 (0) 20 3650
1100/
|
|
Amish
Barot +1 212 364 7800
|
|
Jonathan
Hall
|
|
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.
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 UK's City Code on Takeovers
and Mergers (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 5 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