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Bids gets the green light

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William Hill plc shareholders have voted in favor of accepting a takeover bid from Caesars Entertainment, with 81.3% of voters supporting the deal. William Hill tweeted out the results of the vote on November 19:

The 1,251 shareholders who voted in favor of the deal at the Court Meeting on November 19 hold 86.6% of the UK-based gambling operator’s total shares that were eligible in the voting. Only 288 holders of just over 13% of the company’s eligible shares opposed the £2.9bn ($3.85bn) takeover by the US casino company.

When it came to voting on implementing the Caesars takeover scheme at the General Meeting, 87.1% were in favor. Both measures needed a 75% majority approval to gain passage.

Every William Hill shareholder that was present remotely or by proxy got a single vote for each of their William Hill shares. The company board unanimously agreed to approve the deal in September.

Takeover timeline

Following the vote, Caesars Entertainment CEO Tom Reeg said: “We are pleased to have received William Hill shareholder support for our recommended cash offer.” He added that the process of satisfying the remaining regulatory conditions will continue, with the plan being to complete the transaction in 2021.

William Hill also informed that Caesars recently got approval for the takeover from the competition authorities in Austria. Gratis roulette spelen kroon casino. It now expects to receive the remaining regulatory approvals during the second quarter of 2021, possibly even by the end of March. Other necessary closing conditions are outstanding aside from the regulatory approvals.

combined sports betting and online gambling operations could generate net revenue of up to $700m

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As part of the final deal, William Hill US will integrate into Caesars’ iGaming and sports betting franchises. Caesars believes that the combined sports betting and online gambling operations could generate net revenue of up to $700m in the 2021 fiscal year.

Selling non-US assets

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Investment fund Apollo Global Management was Caesars’ main rival bidder to acquire William Hill. Caesars already holds a 20% stake in William Hill’s US operations, as well as an exclusivity deal that gives the sportsbook company access to all Caesars properties. The casino operator threatened to terminate certain aspects of the partnership if William Hill were to opt for Apollo’s bid.

Caesars will be looking to sell the non-US William Hill assets, including about 1,400 betting stores in the UK. Several parties have shown interest in potentially purchasing these operations, including Apollo Global and 888 Holdings.

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The potential merger will be the second significant deal involving Caesars Entertainment in recent times. US regional casino operator Eldorado Resorts acquired Caesars in a deal worth $17.3bn that closed in July 2020.

Apollo Global Management has backed out of a race to acquire William Hill, paving the way for Caesars Entertainment to complete the purchase. However, Apollo is still keen to acquire William Hill’s non-US businesses.

In September, US casino operator Caesars Entertainment agreed to purchase UK-based sportsbook William Hill for $3.7 billion. After Apollo’s announcement on Thursday, Caesars has no other competition for its mega bid. The British bookmaker’s board already unanimously recommended this offer to shareholders.

Caesars Had Made Sure A Complete Purchase, But…

Apollo never stood a real chance in the wake of Caesar’s bid, coupled with a threat to terminate its offer if William Hill accepted a bid from another party. Under this arrangement, William Hill will get exclusive access to all Caesars properties.

According to the UK’s City Code on Takeover and Mergers, the latest announcement prevents Apollo from taking part in the bidding process for at least six months. However, there are certain conditions that bypass this rule. The New York-based equity company can once again bid for the coveted William Hill’s acquisition, if Caesars Entertainment withdraws its bid or the bid falters, a third party communicates a firm intention to bid, or the British bookmaker announces a “whitewash proposal” or reverse takeover. The final exception is in case there is a material change in circumstances.

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How Did We Reach Here?

In September, William Hill agreed to a $3.7 billion takeover by the Caesars Palace in Las Vegas. The US gambling operator said the move was part of its plan to expand its online gambling and sports betting operation in the flourishing US market.

London-based William Hill already runs retail and online sportsbook in the US through a joint venture with Caesars. Currently, William Hill has sportsbooks open across 14 states at more than 160 locations.

After failing in its original plans to acquire William Hill completely, Apollo seeks consolation by purchasing some of it. Interestingly, Caesars is only interested in William Hill’s US business and does not want its 1400 retail sportsbooks across Europe. There are already keen buyers: Apollo is one of these. The UK Takeover Panel allowed Apollo to bid for William Hill’s non-US businesses, including UK betting shops. According to New York company, its former rival, Caesars, intends to sell those businesses after purchasing William Hill for its US businesses.

But Apollo Has Fresh Rivals!

William Hill has around 1400 retail sportsbooks in the UK, which have attracted many potential buyers besides Apollo. Some bidders have even estimated these assets at about $1.97 billion. Betfred and 888 Holdings are among the keen buyers. According to Sunday Telegraph, two rival private equity companies CVC Capital Partners (previous owner of Sky Betting & Gaming) and Apax Partners, may also join the race to acquire William Hill’s European assets.

Betfred founder Fred Done already has a 6% stake in the British sportsbook, which he bought amid a time when the pandemic had plunged the operator’s share price. While issuing an interim statement, 888 Holdings noted that it is currently assessing the developments with the company. The Gibraltar-based gambling company said it is particularly focusing on William Hill’s digital assets and its Scandinavian Mr. Green onlinecasino brand.

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William Hill Shareholders’ Next Meeting

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Despite the September announcement of a successful purchase of William Hill, the mega-merger has yet to close. William Hill shareholders will formally vote on the bid on November 19. In addition to shareholders’ approval, the deal also requires approval from the competition and regulatory authorities in the relevant jurisdictions. After passing through these bottlenecks, the deal will be finalized, hopefully somewhere around the second half of 2021. Only after that the sale of non-US assets will become the next focus.