MGM Resorts International Statement re Possible Offer (1951M)
January 19 2021 - 8:12AM
UK Regulatory
TIDMMGM TIDMENT
RNS Number : 1951M
MGM Resorts International
19 January 2021
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE").
FOR IMMEDIATE RELEASE
19 January 2021
MGM Resorts International ("MGM") statement regarding Entain plc
("Entain")
MGM today announces that, after careful consideration and having
reflected on the limited recent engagement between the respective
companies regarding MGM's rejected all stock proposal at an
exchange ratio of 0.6x, it does not intend to submit a revised
proposal and it will not make a firm offer for Entain. MGM is
committed to being a premier global omni-channel gaming and
entertainment company, and will maintain a disciplined framework
while evaluating a range of compelling strategic opportunities.
MGM is therefore bound by the restrictions under Rule 2.8 of the
Code following this announcement, save in the circumstances set out
below or otherwise with the consent of the UK Panel on Takeovers
and Mergers (the "Panel").
For the purposes of Note 2 on Rule 2.8 of the Code, MGM reserves
the right: (a) to set aside the above statement that it does not
intend to make an offer for Entain and the restrictions in Rule 2.8
of the Code, and (b) to announce or participate in an offer or
possible offer for Entain and/or take any other action which would
otherwise be restricted under Rule 2.8 of the Code, in any one or
more of the following circumstances:
1. with the agreement of the board of Entain;
2. following the announcement of a firm intention to make an
offer for Entain by or on behalf of a third party;
3. if Entain announces a proposal for a "whitewash" (as referred
to in Note 1 of the Notes on Dispensations from Rule 9 of the Code)
or for a reverse takeover (as defined in the Code); or
4. if there has been a material change of circumstances (as determined by the Panel).
Enquiries :
MGM
Catherine Park cpark@mgmresorts.com
Brian Ahern media@mgmresorts.com
PJT Partners (Lead financial adviser to MGM)
Simon Lyons +44 (0) 20 3650
Amish Barot 1100 / +1 212 364
Jonathan Hall 7800
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 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 its ability to become a leading omni-channel global
gaming and entertainment company. 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.
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END
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