MGM Resorts International Responds And Clarifies News Reports Related To A Possible Offer For
MGM Resorts International Responds And Clarifies News Reports Related To A Possible Offer For Entain plc
It is not intended for direct or indirect release, publication or distribution in or from any jurisdiction where such action would be a violation of the relevant laws and regulations of such jurisdiction.
This announcement does not express an intention to submit an offer pursuant to Rule 2. 7 of the UK City Code (the "Code"). This announcement does not commit to submitting an acquisition offer.
MGM Resorts International (NYSE: MGM) ("MGM") is aware that Entain PLC ("Entain"), its partner in the US sports fees and iGaming market, has filed a relatively possible offer by the Company with respect to the released and subject to the issuance of Entain shares in common.
This is based on the closing price on December 31, 2020, at 1. 383 pence per share, a 22% premium to Entain shares. The offer would give the holders approximately 41. 5% of the shares of United Company. The company also said that Enta shareholders would be entitled to an alternative in the form of a partial cash payment. In addition, IAC, the company's largest shareholder, said it may be able to finance part of the part-cash alternative through a further investment in MGM.
Enta's board of directors stated that it believes the proposal undervalues Enta and also asked for additional information regarding the strategic justification for the combination of the two companies. MGM believes that both its proposal and the strategic justification for the alliance are compelling and looks forward to engaging with Enta on this basis. In particular, the company believes that the alliance with Enta would:
- Space} will ensure full control of BetMGM.
- Position the company with a technology-driven advanced stack as a global gaming company driving both online and retail
- Expand and diversify operations, products and revenues
- Space} Leverage leading brands, leading technology platforms and a strong balance sheet to position the unified company for future growth and investment.
There is no certainty that an offer to acquire Enta will be made.
Pursuant to provision 2. 5. of the City of England Code on Takeovers and Mergers (the "Code"), the Company reserves the right:
- space}Change the form and/or structure of the consideration set out in the true announcement.
- space}Make an offer on the least profitable basis:
- space}"Entertain" at the Board of Directors or with the approval of the Board of Directors;
- In this case, if Entertain announces, publishes or pays a dividend or other division to its shareholders, the Company reserves the right to arrange for the offer price to be reduced to an equivalent amount;
- Space}If a third party announces a strict plan and arranges an offer to obtain the least profitable basis than that proposal.
- If Entertain announces a "bypass" transaction in accordance with the Code.
The Company does not wish to subsequently comment on this or any other rumours or speculations.
About MGM Resorts InternationalMGM Resorts International (NYSE: MGM) is part of the Samp & amp; AP; P 500® list and is a huge fun company that has state and international hotels and casinos as well as a wide range of restaurants, night venues and shops. MGM Resorts makes interesting and iconic skills thanks to its unique set of Las Vegas-inspired brands. The MGM Resorts portfolio connects a number of the most famous resort brands with 29 original hotels and gambling centers in the United States and Macau, branches such as Bellagio, MGM Grand, Aria and Park MGM. The company and its 50/50 joint venture BetMGM, LLC provide sports betting in the United States and online gaming through its leading brands betmgm and PartyPoker. In real time, the company is leading the target expansion into Asia through its integrated resort capabilities in the Land of the Rising Sun. Thanks to their own "Focus on What Matters Most: Recruiting the Planet, Protecting the Planet" strategy, MGM Resorts is committed to creating a more stable future with an effort to transform its employees, guests and the communities in which it operates. MGM Resorts employees around the world are proud that their company has been recognized as one of the world's most respected companies according to FORTUNE® magazine. To get additional infa, please visit our website at www. mgmresorts. com. Apart from this, you can also engage with us on Twitter @mgmresortsintl.
Statements made in this release that are not historical facts are "forecast" and "safe harbor" statements and involve risks and/or uncertainties, including those described in the Company's public filings with the U. S. Securities and Exchange Commission and U. S. exchanges. The Company bases its forecasts on current management expectations and assumptions, rather than historical facts. Examples of such statements include, among others, statements regarding the expected benefits of the transaction. These forward-looking statements involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated in such statements include the continuing impact of the COVID-19 pandemic, general economic and market conditions in the markets in which the Company operates, as well as competition from other destinations in the U. S. and worldwide, development, terms and costs of expansion projects, risks related to international operations, permits, licenses, financing, approvals and other contingencies for development in new or existing jurisdictions, as well as additional risks and uncertainties described in the report. {space}
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Media Director
Leading Financial Consultant MGM
Simon Lyons +44 (0) 20 3650 1100/
Amish Bar +1 212 364 7800
Important Notices
This announcement is not intended to, and does not form part of, any offer, solicitation or invitation to purchase, subscribe for, sell, transfer or otherwise dispose of any securities or any call for any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
The presentation, presentation, or distribution of this presentation in jurisdictions, or in the land of the United States or the United Kingdom, or in its land, may be restricted by law. Any restriction violation may indicate no n-compliance in the Securities and Exchange Law, all similar jurisdictions.
The PJT Partners (UK) Limited (hereinafter "PJT Partners") is approved and regulated by the British Financial Transactions Law (Monetary Conduct of England), and acts on behalf of the MGM in connection with the matters described in this book. It is not responsible for anyone except MGM. In addition, PJT-PARTNERS is not responsible for anyone, including MGM, for securing defense provided to customers or transitioning consultation in connection with the matters described in this book. PJ T-Partners, its subsidiaries, affiliated companies, or affiliates, all obligations, promises or responsibilities (directly or indirectly, contracts are provided by law or other), at least PJ T-Partners For those who are not buyers, they cannot be provided at least for some statement or other ways for a real presentation.
Requests for the disclosure of INFA provided by English urban code for generations and MERKS
Pursuant to Rule 8. 3(a) of the Code, any person who has an interest in a class of 1% or more of the relevant securities of the target company or any stock exchange offeror (other than the offeror in respect of which the offer is made) must make an Initial Position Disclosure after the commencement of the offer period or, at the latest, after the public announcement in which the stock exchange offeror is first identified. The Initial Position Disclosure must contain details of such person's interests, short positions and rights to subscribe for the relevant securities in respect of each of (i) the target company and (ii) the stock exchange offeror. Open Position Disclosures by persons to whom Rule 8. 3(a) applies must be made by no later than 3. 30pm London time on the 10th business day after the commencement of the offer period or, if necessary, by no later than 3. 30pm London time on the 10th business day after the commencement of the offer period or, if necessary, by no later than 3. 30pm London time on the 10th business day after the public announcement of the stock exchange offer. Any related person who has dealt in the relevant securities of a stock exchange offeror or offer before the open position disclosure deadline must disclose the transaction on its behalf.
Under Rule 8. 3(b), a person who is interested or becomes interested in a class of 1% or more of the relevant securities of a receiving company or any company making an offer on the exchange must file a transaction disclosure if he or she deals in the relevant securities of the receiving company or any company making an offer on the exchange. A transaction disclosure must include details of the relevant transaction and the person's interests, short positions and subscription rights in the relevant securities of (i) the receiving company and (ii) each securities offering company or entity. Disclosure of a transaction by a person to whom Rule 8. 3(b) applies must be made by 3. 30pm (London time) on the business day following the day on which the relevant transaction is made.
Where two or more persons act together pursuant to an agreement or arrangement, whether formal or informal, to acquire or control an interest in the relevant securities of a target company or a listed company, they shall be deemed to be one person for the purposes of Rule 8. 3.
In addition, the disclosure of the open position must be performed by the public purchaser and each public purchaser, and the disclosure of the transaction is all in cooperation with the target company, each public purchaser, and these people. See must be done (see rules 8. 1, 8. 2 and 8. 4).
Details of publicl y-purchased companies and public purchasers related to relevant securities that require disclosure of public positions and disclosure of transactions, the number of relevant securities issued, when the purchase period starts, the public purchaser first is the first. It is described in the disclosure of the website of the acquisition panel, including information such as when it is identified. If you are not sure whether to disclose your first position or disclose your transaction, you need to contact the market monitoring department of the takeover panel (+44 (0) 20 7638 0129).
Disclosure based on disclosure 1 based on rules 26. 1
Code rules 26. 1 and a certain limit on those who live in the restriction law, and at the latest copy of this announcement by May 5, 2021 (12:00 am in London time / New York Time 7:00 am). It will be published on the MGM website (INVESTORS. MGMRESORTS. COM) by 7:00 am on the MGM website (INVESTORS. The contents of the website linked to this presentation are not incorporated in this presentation, nor do they configure part of this presentation.
Source MGM Resorts International < SPAN> In addition, disclosure of open positions must be performed by public purchasers and each public purchaser, and disclosure of transactions includes target companies, each public purchaser and these people. See all those who act in cooperation with (see rules 8. 1, 8. 2 and 8. 4).
Details of publicl y-purchased companies and public purchasers related to relevant securities that require disclosure of public positions and disclosure of transactions, the number of relevant securities issued, when the purchase period starts, the public purchaser first is the first. It is described in the disclosure of the website of the acquisition panel, including information such as when it is identified. If you are not sure whether to disclose your first position or disclose your transaction, you need to contact the market monitoring department of the takeover panel (+44 (0) 20 7638 0129).