Entain Extends Takeover Deadline for DraftKings to Make Formal Offer

Posted on: October 19, 2021, 08:55h. 

Last updated on: October 19, 2021, 09:18h.

Entain Plc (OTC:GMVHY) is extending the deadline under which DraftKings (NASDAQ:DKNG) must formalize a takeover offer for the UK-based gaming company.

DraftKings Entain
Entain CEO Jette Nygaard-Andersen. Her company is giving DraftKings another month to decide on a takeover offer. (Image: Racing Post)

Last month, DraftKings made a $20.5 billion cash and equity bid for the Coral owner, which the target rejected. The suitor subsequently floated a $22.4 billion cash and stock proposal. Under UK mergers and acquisitions law, buyers have a specified amount of time to make formal offers for targets, or be forced to walk away for six months.

The “put up or shut up” deadline was today. But Entain’s board of directors is moving that time line to 5 p.m. on Nov. 16, noting that talks between the two sides remain “ongoing.”

The board has been in discussions with DraftKings in order to explore the merits and feasibility of a potential transaction reserving its position on the appropriateness of the value of the proposal. As part of this, the board will require a number of matters to be satisfactorily resolved that are fundamental to the structure and value of the proposal,” according to a statement issued by Entain.

The Coral owner says that deadline can be further extended at the board’s discretion. Entain said it’s mulling a bid from DraftKings valuing it at 2,800 pence per share — 630 pence in cash and the remainder in the suitor’s shares.

In DraftKings Courtship, Lots to Consider for Entain

Assuming the aforementioned $22.4 billion bid morphs into a credible offer and is accepted, it’d mark, by far, the largest acquisition in the sports wagering industry to date. That price tag is more than double what MGM Resorts International (NYSE:MGM) — Entain’s partner on the BetMGM venture — offered for the UK-based operator earlier this year.

As such, Entain has plenty of factors to consider, and it acknowledges as much. Those issues include the management composition of a combined DraftKings/Entain, the ability of the companies to clear potential regulatory hurdles should a deal be struck, and the extent to which value will be created for Entain investors.

Additionally, Entain notes, “governance rights and value protection for the combined entity’s stake in BetMGM” and terms of any possible technology supply agreement to BetMGM and MGM are details that needed to be ironed out.

There is some speculation in the investment community that DraftKings is pursuing Entain for its technological capabilities, and that it’s not interested in becoming a partner of MGM’s on BetMGM. If that scenario plays out, MGM could be left scrambling for a tech partner for BetMGM, and perhaps be compelled to make an acquisition of its own in a segment that has a dwindling number of buyout candidates.

Since DraftKings made its initial offer for Entain, MGM has been steadfast in noting it’s open to talks with those companies. But it adds that any combination that results in a competing business to BetMGM requires the casino operator’s consent. The Bellagio operator also made clear a preference to control BetMGM outright, which is a possibility, particularly if DraftKings is focusing on Entain’s tech stack.

What DraftKings Says

While making the announcement doesn’t constitute a formal offer, DraftKings said it will continue discussions with Entain.

“DraftKings will continue to engage in discussions between both companies and to conduct more substantive due diligence and analysis regarding its possible offer. DraftKings looks forward to exploring potential benefits that could derive from this possible combination for its and Entain’s shareholders,” said the Boston-based company in a filing with the London Stock Exchange (LSE).

A deal for Entain would immediately make DraftKings profitable — something that could assuage skittish investors — and help the operator enter vibrant gambling markets outside the US, including Australia and Europe.

Those are attractive traits. But while talks with Entain are ongoing, DraftKings adds it “continues to remain very focused on opportunities in the high-growth North America market.”