Caesars Entertainment to Acquire William Hill for £2.9 Billion
"The opportunity to combine our land based-casinos, sports betting and online gaming in the
"The William Hill Board believes this is the best option for William Hill at an attractive price for shareholders," said
"Under the revitalized senior leadership team, William Hill has been delivering on its strategy and potential. William Hill is one of the world's leading betting and gambling companies, with a long and proud heritage. It is one of the most recognized brands globally. Over recent years, it has transformed from a business once heavily reliant on
"For now, it is very much business as usual. Employees will be kept fully informed through this process. In terms of our
Compelling Strategic Rationale
- Caesars believes that the sports betting and online gaming sector represents one of the largest areas of growth in the
U.S.gaming industry, with some analysts recently estimating a potential total addressable market size ranging up to $30-35 billion, reflecting the acceleration of gaming legislation at the state level, the increased adoption by consumers as gaming becomes more available and continued integration with national sports and media brands.
- Caesars and William Hill currently operate a
U.S.joint venture with 20% and 80% equity ownership respectively. Through this joint venture, William Hill runs online sports betting operations through Caesars' market access in each state and retail sports betting operations in Caesars' properties as well as those of other casino operators around the United States. Caesars owns and operates 54 domestic properties in 16 states. The company's resorts operate primarily under the Caesars, Harrah's, Horseshoe and Eldorado brand names.
- Caesars believes that the current joint venture structure between Caesars and William Hill in the
U.S.needs to be broadened in scope in order to fully maximize the opportunity in the sports betting and gaming sector and provide the best possible customer experience.
- Caesars believes that a combination of Caesars and William Hill represents a compelling opportunity to improve the offering and experience for the customer:
- The combined company would be able to utilize the expertise and assets contained in both companies to better serve customers in the highly competitive online gaming and sports betting space throughout the
U.S.The combined company's market access across the U.S.would be increased and would benefit from a broad network of sports books locations.
- The combined company would provide a more unified customer experience by consolidating applications and wallets, and by allowing a more focused branding experience.
- The combined company would have a world-class portfolio of assets and brands, including William Hill's sports betting expertise, as well as its established technology program and roadmap (including its highly regarded scalable and secure Liberty Technology platform).
- The combined company will also be afforded the ability to access Caesars' extensive and pre-existing relationships with dozens of sports teams and events including being the
Exclusive Casino Sponsorof the NFL.
- Caesars believes that it is important to align with media companies to enhance customer acquisition and generate excitement and loyalty across multiple products. Currently, Caesars has a multi-year relationship with
ESPN, and William Hill has a relationship with CBS Sports.
- Finally, as part of the combined company William Hill would be afforded new and complete access to Caesars' brand and highly regarded loyalty program (which had approximately 60 million members at the end of 2019), which it currently does not have. Caesars believes this synergistic relationship will benefit all customers with integrated benefits across various elements of gaming and entertainment, allowing customers to earn tier status and Caesars Rewards that can be used at all of Caesars' land-based and online properties, helping to improve customer experience, reducing churn and increasing customer wallet share.
Together with iGaming, which is currently outside the scope of the joint venture, Caesars expects that the enlarged sports and online gaming business in the
Caesars' strategic focus remains on the opportunities immediately evident in the U.S. market at this stage. It believes in the compelling proposition that William Hill's presence in the
Summary of Acquisition
- The boards of William Hill,
Caesars and Caesars UK Holdings Limited("Caesars UKBidco") have reached agreement on the terms of a recommended cash acquisition pursuant to which Caesars UKBidco shall acquire the entire issued and to be issued share capital of William Hill. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
- The Acquisition values the entire issued and to be issued share capital of William Hill at approximately £2.9 billion.
- Under the terms of the Acquisition, William Hill Shareholders shall be entitled to receive:
for each William Hill Share:
272 pencein cash
representing a premium of approximately:
- 57.6 per cent. to the Closing Price per William Hill Share of
172.55 penceon 1 September 2020(being the last Business Day before Caesars' first approach to William Hill);
- 80.7 per cent. to the volume weighted average closing price per William Hill Share of
150.54 pencefor the three months ended 24 September 2020(being the last Business Day prior to the commencement of the offer period);
- 112.5 per cent. to the Placing price of
128 penceper William Hill Share on 17 June 2020; and
- 25.0 per cent. to the Closing Price per William Hill Share of
217.60 penceon 24 September 2020.
- The Acquisition is conditional on, amongst other things, the approval of William Hill shareholders.
- The Acquisition shall be put to William Hill Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the William Hill Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the William Hill Shares voted. In addition, a special resolution implementing the Scheme must be passed by William Hill Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
- The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting shall be published in due course.
About William Hill
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 (the "
The forward-looking statements contained in this announcement may relate to William Hill, any member of the
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 materializes 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
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
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, each member of the
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