Gambling company Entain Plc has dismissed an 8.1 billion-pound ($11.1 billion) takeover attempt from MGM Resorts International saying the bid undervalues the U.K. company that’s benefiting from a surge in online betting.
Under the proposed terms, Entain investors would exchange stock for 0.6 of a share of MGM and would hold about 42% of the combined business, the London-listed company said in a statement Monday. That tops an earlier all-cash bid made late last year, people familiar with the matter had said.
A merger would give MGM full control of its U.S. joint venture with Entain at a time when the industry is seeing dramatic growth and would “expand and diversify the company’s operations, product offerings and earnings,” the casino operator said in a separate statement. The U.S. sports betting market alone is expected to quintuple in size to $8.4 billion by 2024, according to the consulting firm Vixio Gambling Compliance.
MGM may also offer a “limited partial cash alternative” to the British company’s shareholders, which will be partially funded by its largest shareholder, Barry Diller’s IAC/InterActiveCorp. U.K. takeover rules mean MGM has until the end of Feb. 1 to issue a formal bid, and MGM said there’s no certainty one will be made.
The deal values Entain at 1,383 pence a share, a 22% premium as of Thursday’s closing prices.
Entain’s shares jumped 25% to close 1,420 pence in London, the biggest intraday gain since 2009. MGM shares fell 4.7% to $30.05 at 12:42 p.m. in New York.
Joint Venture
MGM, the largest casino operator on the Las Vegas Strip, formed a joint venture in 2018 with Entain, the same year the U.S. legalized sports betting. Formerly known as GVC Holdings Plc, Entain is behind an array of online gambling sites and brands, including Ladbrokes Coral and Bwin, which have become increasingly attractive since.
Growth in the industry has led to a slew of deals including Las Vegas-based casino giant Caesars Entertainment Inc.’s takeover of the U.K.’s William Hill Plc. Flutter Entertainment Plc, headquartered in Dublin, is upping its stake in U.S. bookmaker FanDuel and last year completed a deal for the Stars Group Inc.
MGM’s joint venture could prove important if rival suitors emerge. In a change of control, the casino operator has the right to buy out the partnership or sell its stake, a person familiar with the structure said, asking not to be identified because they aren’t authorized to discuss it publicly.
Caesars threatened to terminate a similar partnership with William Hill if another bidder prevailed in their merger discussions, a tactic analysts described as a “poison-pill.”
A representative for MGM didn’t immediately respond to a request for comment on the holding.
Entain said it has asked MGM for more details on the strategic rationale for the combination and has requested shareholders to take no action. Entain shares gained 28% last year before MGM’s offer was made public, giving it a market value of 6.6 billion pounds. MGM shares fell 5.3% in 2020. Thomas Seal & Amy Thomson, Bloomberg
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