Bally’s Corporation has this morning published the definitive terms for its proposed takeover of Gamesys Group Plc, having agreed the combination ‘in principle’ last month.
Upon completion of the acquisition, the combined group will be headquartered in Providence, Rhode Island, and its shares will remain listed on the New York Stock Exchange, whilst a request will be made for Gamesys to delist from the London Stock Exchange.
Additionally, Lee Fenton, CEO of Gamesys, will continue to serve in his current position, whilst COO, Robson Reeves, and Non-Executive Director, Jim Ryan, will also join the board of the US group.
Meanwhile, Bally’s CEO George Papanier will remain on the board as a Senior Executive, primarily responsible for operating the firm’s retail casino business.
“We believe that this combination will mark a transformational step in our journey to become a leading integrated, omni-channel gaming company with a B2B2C business,” said Soo Kim, Chairman of Bally’s Corporation.
News of a potential merger first emerged last month, when Bally’s confirmed that an ‘agreement in principle’ for the acquisition of Gamesys had been reached, proposing a purchasing price of over £2 billion.
Bally’s offer to Gamesys’ investors translated to £18.50 cash per share, equating to a near 40% premium on the British group’s share price from 25 January of £13.30.
The potential takeover was also confirmed by Gamesys, with the company stating that a ‘possible combination’ held strategic and financial benefits for its investors.
Kim added: “We think that Gamesys’ proven technology platform alongside its highly respected and experienced management team, combined with the US market access that Bally’s provides, should allow the combined group to capitalise on the signiﬁcant growth opportunities in the US sports betting and online markets.
“We are truly excited about the opportunities that this combination would oﬀer and the enhanced and comprehensive experience and product oﬀering that it would enable us to oﬀer our customers.”
Reiterating Gamesys’ March statement, the board members of both parties remarked that the takeover ‘has a compelling strategic and ﬁnancial rationale, would create long-term value for both companies and would be consistent with the companies’ respective long-term growth strategies’.
Bally’s has arranged interim financing for the transaction via a range of international banks, including Barclays Bank, Goldman Sachs USA and Deutsche Bank Aktiengesellschaft.
The US entertainment conglomerate has further confirmed that it intends to refinance Gamesys debt and the bridge facility through one or more capital market transactions.
This refinancing could include both public or private offerings of Bally’s shares or other securities, in addition to a company-wide bank credit facility.
Gamesys Chairman Neil Goulden commented: “The combination would give unique optionality to Gamesys shareholders. The recommended cash offer, including the Gamesys FY20 dividend, provides a 41.2 per cent premium to the Gamesys share price at the time of the original proposal from Bally’s and is at a significant premium to the all-time high Gamesys share price prior to the 2.4 announcement.
“However, should Gamesys shareholders wish to invest in a business with a strong foothold in the high-growth US gambling market, combined with established markets in the UK and Japan, they can elect for part or all of their holding to be converted into Bally’s shares.”