TIDMENT
RNS Number : 5700P
Entain PLC
19 October 2021
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR 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 CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER
MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
19 October 2021
Extension of "Put Up or Shut Up" deadline
Following the announcement made by Entain plc ("Entain") on 21
September 2021, the Board of Entain (the "Board") has carefully
considered the proposal received from DraftKings on 19 September
2021 (the "Proposal"), along with feedback from Entain
shareholders. Under the terms of the Proposal, DraftKings would
offer 2,800 pence per Entain share consisting of 630 pence in cash
and the balance payable in new DraftKings Class A common shares.
DraftKings proposed that the exchange ratio which would deliver the
share element of the 2,800 pence per Entain share would be fixed
immediately prior to the first agreed public announcement.
The Board has been in discussions with DraftKings in order to
explore the merits and feasibility of a potential transaction
reserving its position on the appropriateness of the value of the
Proposal. As part of this, the Board will require a number of
matters to be satisfactorily resolved that are fundamental to the
structure and value of the Proposal including but not limited
to:
-- Total value creation for Entain shareholders, including share of potential synergies
-- Terms for any proposed technology supply agreement to BetMGM and MGM
-- Governance rights and value protection for the combined entity's stake in BetMGM
-- Governance and management composition of the pro forma DraftKings / Entain entity
-- Deliverability of the potential transaction, including anti-trust and regulatory clearances
In accordance with Rule 2.6(a) of the Code, DraftKings was
required, by no later than 5.00pm on 19 October 2021, to 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 for Entain, in which case the announcement would be
treated as a statement to which Rule 2.8 of the Code applied.
Discussions between the parties remain ongoing and in accordance
with Rule 2.6(c) of the Code, Entain has requested, and the Panel
on Takeovers and Mergers (the "Takeover Panel") has consented to,
an extension to the deadline by which DraftKings is required either
to announce a firm intention to make an offer for DraftKings in
accordance with Rule 2.7 of the Code or to 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. Such
announcement must now be made by not later than 5.00pm on 16
November 2021 . This deadline can be further extended by the Board
of Entain, with the consent of the Takeover Panel.
The Board strongly believes in the future prospects of Entain,
underpinned by its leading market positions, world class management
team and industry-leading proprietary technology. Entain has an
outstanding track record of growth having delivered 23 consecutive
quarters of double digit online NGR growth, and a 3 year CAGR of
19% across 2021.
Entain's management remains focused on executing its growth and
sustainability strategy and on delivering the opportunities laid
out in Entain's capital markets event on 12 August to treble its
total addressable market to c.$160bn (materials available at
www.entaingroup.com ). These opportunities include:
-- Further growth in existing markets;
-- Leadership in the rapidly growing North American market through BetMGM;
-- Expanding into new regulated markets;
-- Extending into new interactive entertainment experiences such
as in the emerging esports wagering market; and
-- Leveraging powerful flywheel effects to grow customer
acquisition rates, increase customer loyalty and reduce acquisition
costs.
As a result the Board is confident in Entain's ability to
continue to deliver material value for its shareholders going
forward.
There can be no certainty that a firm offer will be made nor as
to the terms of any such offer. A further announcement will be made
in due course.
This announcement has been made without the consent of
DraftKings.
Contact Details:
Entain plc
David Lloyd-Seed, Group Director of Investor Relations &
Corporate Communications
Tel: +44 (0) 203 938 0000
investors@Entaingroup.com
Deutsche Bank (Joint Financial Adviser and Corporate Broker to
Entain)
Gavin Deane
Mathew Mathew
Charles Wilkinson
Tel: +44 (0) 20 7545 8000
Morgan Stanley (Joint Financial Adviser and Corporate Broker to
Entain)
Laurence Hopkins
Tom Perry
Richard Brown
Tel: +44 (0) 20 7425 8000
Powerscourt
Rory Godson / Rob Greening
Tel: +44 (0) 20 7250 1446
Entain@powerscourt-group.com
LEI: 213800GNI3K45LQR8L28
About Entain plc
Entain plc (LSE: ENT) is a FTSE100 company and is one of the
world's largest sports-betting and gaming groups, operating both
online and in the retail sector. The Group owns a comprehensive
portfolio of established brands; Sports Brands include bwin,
Bet.pt, Coral, Crystalbet, Eurobet, Ladbrokes, Neds and
Sportingbet; Gaming Brands include CasinoClub, Foxy Bingo, Gala,
Gioco Digitale, Ninja Casino, Optibet, partypoker and PartyCasino.
The Group owns proprietary technology across all its core product
verticals and in addition to its B2C operations provides services
to a number of third-party customers on a B2B basis.
The Group has a joint-venture with MGM Resorts International
creating a leader, BetMGM, in sports betting and iGaming in the US.
Entain provides the technology which powers BetMGM and exclusive
games and products, specially developed at its in-house gaming
studios. The Group is tax resident in the UK with licenses in a
total of 27 regulated markets. Entain is a leader in ESG, a member
of FTSE4Good, the DJSI and is AA rated by MSCI. The Group has set a
science-based target, committing to be carbon net zero by 2035 and
through the Entain Foundation supports a variety of initiatives,
focusing on safer gambling, grassroots sport, diversity in
technology and community projects.
For more information see the Group's website:
www.entaingroup.com
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.Entaingroup.com. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement. The person
responsible for arranging for the release of this announcement on
behalf of Entain is Emily Carey (Company Secretary).
Important notices
Deutsche Bank is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank is authorised by the Prudential Regulation Authority with
deemed variation of permission. It is subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. The nature and extent of client
protections may differ from those for firms based in the UK.
Details about the Temporary Permissions Regime, which allows
EEA-based firms to operate in the UK for a limited period while
seeking full authorisation, are available on the Financial Conduct
Authority's website. Neither Deutsche Bank nor any of its
subsidiaries, branches or affiliates will be responsible to any
person other than Entain for providing any of the protections
afforded to clients of Deutsche Bank nor for providing advice in
relation to any matters referred to in this announcement. Neither
Deutsche Bank 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 Deutsche
Bank in connection with this announcement, any statement contained
herein, or otherwise. Deutsche Bank, acting through its London
branch, is acting as financial adviser and joint corporate broker
to Entain and no other person in connection with the contents of
this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as joint financial adviser
and corporate broker exclusively for Entain and no one else in
connection with the matters set out in this announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement or any other matter referred to
herein.
This announcement is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. In particular,
this announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, DraftKings shares or any other
securities in the United States, Canada, Australia, Japan or any
jurisdiction in which such an offer or solicitation is unlawful.
The DraftKings shares referred to herein may not be offered or sold
in the United States unless registered under the US Securities Act
of 1933, as amended ("US Securities Act") or offered in a
transaction exempt from, or not subject to, the registration
requirements of the US Securities Act. The release, publication or
distribution of this announcement in whole or in part, directly or
indirectly, in, into or from certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions
should inform themselves about and observe such restrictions.
Forward-looking statements
This announcement contains certain statements that are
forward-looking statements. They appear in a number of places
throughout this announcement and include statements regarding our
intentions, beliefs or current expectations and those of our
officers, directors and employees concerning, amongst other things,
results of our operations, financial condition, liquidity,
prospects, growth, strategies and the business we operate. These
forward-looking statements include all matters that are not
historical facts. By their nature, these statements involve risks
and uncertainties since future events and circumstances can cause
results and developments to differ materially from those
anticipated. Any such forward-looking statements reflect knowledge
and information available at the date of preparation of this
announcement. Other than in accordance with its legal or regulatory
obligations (including under the Market Abuse Regulation (596/2014)
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, the Listing Rules, the Disclosure Guidance
and Transparency Rules and the Prospectus Rules), Entain undertakes
no obligation to update or revise any such forward-looking
statements. Nothing in this announcement should be construed as a
profit forecast or profit estimate. Entain and its directors accept
no liability to third parties in respect of this announcement save
as would arise under English law.
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END
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