MGM Resorts International Confirms Receipt of Support Letter from IAC/InterActiveCorp

LAS VEGAS, Jan. 8, 2021 /PRNewswire/ --  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE UK'S CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE 

MGM Resorts International (NYSE: MGM) ("MGM" or the "Company") notes the announcement dated January 4, 2021 by Entain plc ("Entain"), its partner in the U.S. sports betting and iGaming market, regarding a possible offer by MGM, for the entire issued and to be issued share capital of Entain, of 0.6 MGM shares for each Entain share, which, based on closing prices on December 31, 2020, represents a value of 1,383 pence per Entain share and a premium of 22% to Entain's share price (the "Proposed Transaction"). 

In accordance with Rule 2.10 of the UK's City Code on Takeovers and Mergers, MGM confirms that, it has received a non-binding letter of intent from IAC/InterActiveCorp ("IAC"), MGM's largest shareholder with interest in 59,033,902 MGM shares, setting out IAC's support of the Proposed Transaction.

IAC considers the strategic rationale for MGM's proposed combination with Entain to be compelling and believes that:

• A combination would position the combined company as a pure play omni-channel global leader in gaming and entertainment;
• The future of gaming will be omni-channel, and the long-term winners in global gaming will deliver customers compelling digital and physical experiences under one brand and loyalty program and will leverage customer acquisition spend across a holistic consumer journey in gaming;
• An alignment of incentives and goals through a combination would accelerate the growth and market penetration of BetMGM, a leader in the US, which we believe to potentially be the largest online sportsbetting and iGaming market in the world;
• MGM's asset base, including its 34mm MLife customers, its leadership position in Las Vegas, China and key 7 regional markets in the US, combined with Entain's complementary physical footprint in the UK and Europe, its leading technology platform and its digital presence in UK, Germany, Belgium, Italy, Brazil and 15+ other countries could expand the combined company's market opportunities by leveraging each company's local geographic and operational expertise in new markets; and
• A strong balance sheet and robust annual free cash flow generation would allow the combined business to aggressively pursue its growth objectives such as US online market penetration, new development in key international gaming markets, future M&A and returning capital to shareholders.

MGM has also indicated that a partial cash alternative could also be made available to Entain shareholders. IAC, has indicated in its letter of intent that it would be willing to consider funding a portion of the partial cash alternative through a further investment in MGM due to IAC's confidence in MGM and its prospects. IAC further indicated in its non-binding letter of intent that it is IAC's current intention that IAC's additional investment into MGM for these purposes could be up to US$1 billion. The terms and amount of such investment would require the mutual agreement of IAC and MGM.

IAC has to date invested approximately US$1 billion in MGM with an initial investment thesis of accelerating MGM's penetration of the $450 billion global gaming market. IAC notes in its letter of intent that IAC continues to strongly support this objective for MGM whether or not a transaction with Entain is consummated. 

In accordance with Rule 2.5 of the UK's City Code on Takeovers and Mergers (the "Code"), the Company reserves the right to:

1. vary the form and/or mix of the consideration described in this announcement; and
2. make the offer on less favourable terms:
   a)  with the recommendation or consent of the Board of Entain;
   b)  if Entain announces, declares or pays any dividend or any other distribution to shareholders, in which case the Company will have the right to make an equivalent reduction to the proposed price;
   c)  if a third party announces a firm intention to make an offer for Entain on less favourable terms than its proposal; or
   d)  following the announcement by Entain of a whitewash transaction pursuant to the Code.

Any offer for Entain is governed by the Code on Takeovers and Mergers. Under Rule 2.6 of the Code, MGM must by not later than 5.00 p.m. on 1 February 2021 either announce a firm intention to make an offer for Entain in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6 of the Code.

There can be no certainty that any offer will be made for Entain.

Enquiries:

Joele Frank
Meaghan Repko     +1 212 355 4449
Dan Katcher                                                      

PJT Partners (Lead financial adviser to MGM)
Simon Lyons     +44 (0) 20 3650 1100 /
Amish Barot      +1 212 364 7800
Jonathan Hall

Finsbury Glover Hering
James Leviton     +44 20 7251 3801
Chris Ryall

ABOUT MGM RESORTS INTERNATIONAL
MGM Resorts International (NYSE: MGM) is an S&P 500® global entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 29 unique hotel and destination gaming offerings in the United States and Macau, including some of the most recognizable resort brands in the industry such as Bellagio, MGM Grand, ARIA and Park MGM. The Company's 50/50 venture, BetMGM, LLC, offers U.S. sports betting and online gaming through market-leading brands, including BetMGM and partypoker. The Company is currently pursuing targeted expansion in Asia through the integrated resort opportunity in Japan. Through its "Focused on What Matters: Embracing Humanity and Protecting the Planet" initiative, MGM Resorts commits to creating a more sustainable future, while striving to make a bigger difference in the lives of its employees, guests, and in the communities where it operates. The global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine's World's Most Admired Companies®. For more information, please visit us at www.mgmresorts.com. Please also connect with us @MGMResortsIntl on Twitter as well as Facebook and Instagram.

Important notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, subscribe for or otherwise acquire, or to sell, transfer or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in, into or from jurisdictions outside the United States or the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.  Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Statements in this release that are not historical facts are "forward-looking" statements and "safe harbor statements" that involve risks and/or uncertainties, including those described in the Company's public filings with the SEC. The Company has based forward-looking statements on management's current expectations and assumptions and not on historical facts.  Examples of these statements include, but are not limited to, statements the Company makes regarding the expected benefits of any transaction. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include the continued impact of the COVID-19 pandemic on the Company's business, the general economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

Disclaimer
PJT Partners (UK) Limited ("PJT Partners") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for MGM and no one else in connection with the matters described herein and will not be responsible to anyone other than MGM for providing the protections afforded to clients of PJT Partners or for providing advice in connection with the matters described herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Disclosure under Rule 26.1 of the Code
In accordance with Rule 26.1 of the Code, subject to certain restrictions relating to persons resident in restricted jurisdictions, a copy of this announcement will be available at MGM's website (investors.mgmresorts.com) no later than 12 noon (London time) / 7 a.m. (New York time) on 11 January 2021 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

SOURCE MGM Resorts International