TIDMWMH
RNS Number : 3227W
William Hill PLC
22 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
22 April 2021
RECOMMED CASH ACQUISITION
of
William Hill PLC ("William Hill")
by
Caesars UK Holdings Limited ("Caesars UK Bidco")
a wholly-owned subsidiary of
Caesars Entertainment, Inc. ("Caesars")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement Becomes Effective
On 30 September 2020, the boards of William Hill, Caesars UK
Bidco and Caesars announced that they had reached agreement on the
terms of a recommended cash acquisition pursuant to which Caesars
UK Bidco shall acquire the entire issued and to be issued share
capital of William Hill not already owned by or on behalf of the
Caesars Group (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
On 20 April 2021, William Hill announced that the High Court of
Justice in England and Wales had sanctioned the Scheme following
the Scheme Court Hearing held on 31 March 2021.
William Hill, Caesars UK Bidco and Caesars are pleased to
announce that, following the delivery of a copy of the Court Order
to the Registrar of Companies today, the Scheme has now become
Effective in accordance with its terms and the entire issued and to
be issued share capital of William Hill (other than shares that
were already owned by or on behalf of the Caesars Group) is now
owned by Caesars UK Bidco. In relation to those shares owned by or
on behalf of the Caesars Group, Caesars confirms that such shares
are expected to be transferred to Caesars UK Bidco today.
A Scheme Shareholder on the register of members of William Hill
at the Scheme Record Time, being 6:00 p.m. (London time) on 21
April 2021, will be entitled to receive 272 pence in cash for each
Scheme Share held. Settlement of the consideration to which any
Scheme Shareholder is entitled will be effected by way of the
despatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in
uncertificated form respectively) as soon as practicable and in any
event not later than 6 May 2021.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
William Hill Shares from the premium listing segment of the
Official List and the cancellation of the admission to trading of
William Hill Shares on the London Stock Exchange's main market for
listed securities, which is expected to take effect by 8:00 a.m.
(London time) on 23 April 2021.
As the Scheme has now become effective, William Hill duly
announces that, as of today's date, Roger Devlin, Mark Brooker,
Jane Hanson, Robin Terrell, Lynne Weedall and Gordon Wilson have
tendered their resignations as directors and have stepped down from
the William Hill Board.
Full details of the Acquisition are set out in the Scheme
Document published on 26 October 2020.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document published on 26 October 2020.
Enquiries:
William Hill
Louise Turner-Smith, Director of Investor +44 (0) 207
Relations 612 3251
+44 (0) 207
Alison Cole, Director of Corporate Communications 612 3233
Barclays
(Lead Financial Adviser, Rule 3 Adviser
and
Corporate Broker to William Hill)
+44 (0) 207
Daniel Ross 623 2323
Nishant Amin
Mark Astaire
Nicola Tennent
Citigroup
(Financial Adviser and Corporate Broker
to William Hill)
+44 (0) 207
Jan Skarbek 986 4000
Andrew Seaton
Robert Farrington
Martin Weltman
PJT Partners
(Financial Adviser to William Hill)
+44 (0) 203
Simon Lyons 650 1100
Jonathan Hall
Ben Ripley
Brunswick Group LLP
(PR Adviser to William Hill)
+44 (0) 207
Andrew Porter 404 5959
Fiona Micallef-Eynaud
Craig Breheny
Chris Buscombe
Caesars Entertainment, Inc.
Brian Agnew +1 800 318 0047
Deutsche Bank
(Financial Adviser to Caesars and Caesars
UK Bidco)
+44 (0)207 545
James Ibbotson 8000
James Arculus
Slaughter and May are retained as legal adviser and Weil,
Gotshal & Manges LLP are retained as US anti-trust legal
adviser to William Hill.
Linklaters LLP are retained as legal adviser, Latham &
Watkins LLP are retained as financing legal adviser, Skadden Arps,
Slate, Meagher & Flom LLP are retained as US anti-trust legal
adviser and Phelps Dunbar LLP and Harris Hagan are retained as US
and UK (respectively) regulatory legal advisers to Caesars and
Caesars UK Bidco.
Important notices
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for William Hill and no one else in connection with the
Acquisition and shall not be responsible to anyone other than
William Hill for providing the protections afforded to clients of
Barclays nor for providing advice in connection with the
Acquisition or any other matter referred to herein.
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the Prudential Regulation Authority and regulated in
the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to
William Hill and no one else in connection with the Acquisition and
other matters described in this Announcement, and shall not be
responsible to anyone other than William Hill for providing the
protections afforded to clients of Citigroup nor for providing
advice in connection with the Acquisition or any matter referred to
herein. Neither Citigroup nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citigroup in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
PJT Partners (UK) Limited ("PJT Partners"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for William Hill and no one else in
connection with the matters described herein and will not be
responsible to anyone other than William Hill 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.
Deutsche Bank AG ("Deutsche Bank") is authorised under German
Banking Law (competent authority: European Central Bank) and, in
the United Kingdom, by the Prudential Regulation Authority. It is
subject to supervision by the European Central Bank and by BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the Prudential
Regulation Authority and Financial Conduct Authority.
Neither Deutsche Bank nor any of its subsidiaries, branches or
affiliates (including, without limitation, Deutsche Bank, acting
through its London branch ("DB London"), and Deutsche Bank
Securities Inc. ("DBSI")) will be responsible to any person other
than Caesars and Caesars UK Bidco for providing any of the
protections afforded to clients of Deutsche Bank (or, as the case
may be, DB London or DBSI) nor for providing advice in relation to
any matters referred to in this Announcement. Neither Deutsche Bank
nor any of its subsidiaries, branches or affiliates (including,
without limitation, DB London and DBSI) will be responsible to any
person other than Caesars and Caesars UK Bidco for providing any of
the protections afforded to clients of Deutsche Bank (or DB London
or DBSI), nor for providing advice in relation to any matters
referred to in this Announcement.
Neither Deutsche Bank nor any of its subsidiaries, branches or
affiliates (including, without limitation, DB London and DBSI) 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 Deutsche
Bank (or DB London or DBSI) in connection with this Announcement,
any statement contained herein, or otherwise.
DB London and DBSI are acting as financial advisers to Caesars
and Caesars UK Bidco and no other person in connection with the
contents of this Announcement.
Further information
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise.
The Acquisition will be implemented solely by means of the
Scheme Document which, together with the Forms of Proxy, contains
the full terms and conditions of the Acquisition. Each William Hill
Shareholder is urged to read the Scheme Document because it
contains important information relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
This Announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Caesars and/or Caesars UK Bidco
or required by the Takeover Code, and permitted by applicable law
and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to William Hill Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Each William Hill Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.
Additional information for US investors
The Acquisition relates to shares of a UK company and will be
effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
However, if Caesars and/or Caesars UK Bidco were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer would be made in compliance with all applicable
United States laws and regulations, including any applicable
exemptions under the US Exchange Act. Such a takeover would be made
in the United States by Caesars and/or Caesars UK Bidco (a
wholly-owned subsidiary of Caesars) and no one else.
In accordance with normal United Kingdom practice, Caesars,
Caesars UK Bidco or their nominees or their brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of William
Hill outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes
effective, lapses or is otherwise withdrawn. Also, in accordance
with Rule 14e-5(b) of the US Exchange Act, Deutsche Bank will
continue to act as an exempt principal trader in William Hill
Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK,
shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its William Hill Shares pursuant to the Scheme will likely be a
taxable transaction for United States federal income tax purposes.
Each William Hill Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to William Hill included in this
Announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by William Hill, any
member of the William Hill Group, Caesars, Caesars UK Bidco, or any
member of the Caesars Group contain statements which are, or may be
deemed to be, "forward-looking statements". Such forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which William Hill, any member of the William Hill
Group, Caesars, Caesars UK Bidco or any member of the Caesars Group
or the Enlarged Group shall operate in the future and are subject
to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those
statements.
The forward-looking statements contained in this Announcement
may relate to William Hill, any member of the William Hill Group,
Caesars, Caesars UK Bidco or any member of the Caesars Group or the
Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
all other statements in this Announcement other than statements of
historical facts. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology,
including without limitation the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of William Hill, any member of the William
Hill Group, Caesars, Caesars UK Bidco or any member of the Caesars
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on William Hill, any member of the
William Hill Group, Caesars, Caesars UK Bidco or any member of the
Caesars Group's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of William Hill, any member of the William Hill Group,
Caesars, Caesars UK Bidco nor any member of the Caesars Group, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to William Hill, any member of the William
Hill Group, Caesars, Caesars UK Bidco or any member of the Caesars
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
William Hill, any member of the William Hill Group, Caesars,
Caesars UK Bidco and each member of the Caesars Group expressly
disclaim any obligation to update such statements other than as
required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for William Hill or Caesars, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
William Hill or Caesars, as appropriate.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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) of the Takeover
Code applies must be made by no later than 3:30 p.m. (London time)
on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3:30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 of the Takeover Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Takeover Code
applies must be made by no later than 3:30 p.m. (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 shall be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
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 of
the Takeover Code).
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 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.
Publication on website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on William Hill's website at
https://www.williamhillplc.com/investors-centre/offer-for-the-company/
and Caesars' website at https://investor.caesars.com/ by no later
than 12:00 p.m. (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of these
websites are not incorporated into, and do not form part of, this
Announcement.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by William Hill Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from William Hill may be provided to Caesars and/or
Caesars UK Bidco during the offer period as required under Section
4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
This information is provided by RNS, the news service of the
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Policy.
END
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