The board of bwin.party approves GVC Holdings's offer
September 4, 2015
The boards of GVC and bwin.party announced that they have reached an agreement on the terms of a recommended offer pursuant to which GVC will acquire the entire issued and to be issued ordinary share capital of bwin.party.
The Offer represents a value of approximately 129.64 pence per bwin.party share based on the closing price per GVC Share at the close of business on 3 September 2015. On this basis, the Offer values the entire issued and to be issued ordinary share capital of bwin.party on a fully diluted basis at approximately £1.116 billion. Under the terms of the Offer, bwin.party Shareholders will be entitled to receive 25 pence in cash for each bwin.party share and 0.231 new GVC shares.
The cash consideration payable under the Offer will be funded by up to £291.3 million of senior secured debt provided by Cerberus. In addition GVC proposes to raise approximately £150.0 million by way of a placing of New GVC Shares to institutional investors, and a subscription of New GVC Shares by certain investors, under the Fundraising. Certain GVC Directors will also participate in the Fundraising. The net proceeds of the Fundraising will be used by GVC, amongst other things, to fund reorganization costs within the Enlarged Group and for general working capital purposes. The proceeds from the Fundraising are not required for, nor will they be used to fund, the cash consideration to be paid pursuant to the Offer. Following Completion, bwin.party Shareholders will own approximately 66.6 per cent of the Enlarged Group and will be able to participate in the future growth prospects of the Enlarged Group.
The Offer will be put to bwin.party Shareholders at the Court Meeting and at the bwin.party General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the bwin.party Shareholders voting at the Court Meeting, either in person or by proxy, representing at least three-quarters in value of the bwin.party Shares voted at the Court Meeting. In addition, the bwin.party Shareholder Resolution which, among other things, amends the articles of association of bwin.party, must be passed by bwin.party Shareholders at the bwin.party General Meeting.