MGM Won’t Up its Takeover Bid for Entain, Ending Talks

Posted on: January 19, 2021, 08:28h. 

Last updated on: January 19, 2021, 08:28h.

Entain Plc’s (OTC:GMVHY) US-listed shares are tumbling Tuesday after MGM Resorts International (NYSE:MGM) said it won’t revise its acquisition proposal for the British bookmaker.

MGM Entain
MGM CEO Bill Hornbuckle. His company won’t make a higher offer for Entain. (Image: Bloomberg)

Earlier this month, the Mirage operator offered 0.6 shares for each share of its partner on the BetMGM business. That all equity bid valued Entain at $11.06 billion, meaning the target’s investors would own 41.5 percent of the combined entity. The UK firm swiftly rejected the overture, saying it undervalued the company. For the time being, MGM is walking away from the bargaining table.

After careful consideration and having reflected on the limited recent engagement between the respective companies regarding MGM’s rejected all stock proposal at an exchange ratio of 0.6x, it does not intend to submit a revised proposal and it will not make a firm offer for Entain,” said the casino company in a statement.

Wall Street was supportive of the Mandalay Bay operator’s proposed acquisition, saying it would create a sports wagering and iGaming behemoth with global scale. Still, MGM shares are higher by 3.10 percent in late morning trading, likely because with the deal scrapped for now, current investors avoid being diluted in an all equity transaction. Conversely, Entain is reacting in opposite fashion, trading lower by 10.32 percent at this writing.

MGM Could’ve Upped Bid

The Bellagio operator could have increased its offer for Entain and rumors to that effect immediately swirled after the target rebuffed the initial proposal.

Reportedly, the Ladbrokes owner was seeking a cash component. MGM could have obliged because it has $5.9 billion in cash on hand and through credit revolvers. Additionally, there was talk Barry Diller’s IAC/InterActiveCorp (NASDAQ:IAC), MGM’s largest investor, could double its stake in the gaming company to $2 billion to provide capital to get the Entain deal done.

Diller is said to be enthusiastic about online sports wagering and MGM’s internet businesses, not its land-based casinos, are the primary reason IAC bought $1 billion worth of the gaming firm’s equity last year.

Entain never revealed an exact or ballpark figure it was seeking from the suitor, but CNBC reported earlier today the target’s demands were beyond what MGM expected. That report also implied it’s possible the two parties resume takeover talks at a later date.

Rough Day for Entain

Entain’s Tuesday troubles aren’t confined to MGM scrapping its takeover offer. The British company has other mergers and acquisitions woes.

The firm is attempting to acquire Swedish gaming company Enlabs for $3.93 a share, but Alta Fox Capital Management, a Texas-based hedge fund that owns 3.34 percent of the target’s shares outstanding, says it and other investors won’t tender their stock.

“This offer materially undervalues the company, represents a negligible premium of 1.1 percent to the pre-offer trading price, and has unusual circumstances that make us question why Enlabs’ Chairman, Niklas Braathen, accepted such an inadequate offer,” according to a statement issued by Alta Fox.

The hedge fund says it has the support of stakeholders representing over 10 percent of Enlab’s outstanding equity and that it’s retained legal counsel to protect its interests in the matter.

All this after Shay Segev unexpectedly left his post as Entain chief executive officer just a week ago.

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