A UK court has given the green light for William Hill’s £2.9 billion takeover by US casino giant Caesars Entertainment, Inc., although several investors have protested the transaction.
The British bookmaker said Tuesday that the High Court has sanctioned the proposed acquisition and has given it the go ahead to close on Thursday, April 22. William Hill will suspend trading of its shares on the London Stock Exchange on that day.
Company Chairman Roger Devlin said Tuesday that “the court has confirmed the scheme of arrangement and the deal with Caesars will complete on April 22.” He went on that “throughout this process we have said that this deal provides shareholders with a cash price that fairly balances both the exciting opportunities and risks inherent in the business and delivery of its strategy.”
The transaction was expected to be finalized at the end of March after a customary hearing. However, the court’s final decision was delayed following an intervention by five hedge funds and a sixth private investor holding stakes in William Hill who raised objections to Caesars’ bid to buy the British bookmaker.
These submitted several letters of protest to William Hill’s board, arguing that the company had failed to disclose “potentially material” information about its US sports betting partnership with its buyer that could have allowed more bidders to table higher offers for the British operator.
William Hill formed a joint sports betting venture with former Eldorado Resorts in 2018 shortly after the US Supreme Court struck down a federal ban on athletic gambling. Eldorado and Caesars combined in the summer of 2020 and the enlarged group inherited that earlier partnership.
It was last September when Caesars tabled its offer which William Hill quickly chose over a rival bid from private equity firm group Apollo Global Management. Under the terms of the casino operator’s bid, it could exercise its right to terminate their joint venture if the British bookmaker opted to accept another takeover proposal.
More specifically, Caesars said that it could scrap the sports betting partnership with William Hill should the latter be bought by one of a list of restricted acquirers that Caesars could determine.
However, according to the protesting hedge funds, William Hill failed to disclose until the day of the shareholder vote on the transaction in November that the list could only include six names and that Caesars could substitute just one of those names every six months.
There were speculations that the High Court could rule down the deal due to the untypically long time it took to issue a ruling after the March hearing. However, Judge Alastair Norris said that deal paperwork contained “sufficient information” for William Hill stakeholders to “make an informed decision upon the question presented by the scheme.”
Caesars has revealed plans to sell the bookmaker’s non-US business once the takeover is finalized. Several parties have expressed interest in William Hill’s UK and international operations, with Apollo believed to be among the frontrunners in the race. Online gambling operator 888 has also previously said it might be interested, while Betfred is believed to be eyeing William Hill’s retail betting chain in the UK.
Source: UK court clears William Hill’s £2.9bn takeover by Caesars, Financial Times, April 20, 2021