Extension of "Put Up or Shut Up" deadline
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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