Update on Merger Discussions
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 SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 October 2016
On 10 October 2016, in response to press speculation, the Board of William Hill PLC ("William Hill" or the "Group") (LSE: WMH) announced that it was in discussions regarding a potential all share merger of equals with Amaya, Inc. ("Amaya") (TSE: AYA, Nasdaq: AYA).
Over recent months, alongside the focus on our four priorities the Board of William Hill has been evaluating options to accelerate William Hill's strategy of increasing diversification by growing its digital and international businesses.
As part of this process, the Board decided to explore whether a merger with Amaya offered the potential to create material value for William Hill shareholders. At the time of the announcement on 10 October 2016, various exploratory due diligence and other workstreams were underway but far from complete. After canvassing views from a number of William Hill's major shareholders, the Board has decided that it will not pursue discussions with Amaya. Accordingly, the Board has informed Amaya that it is withdrawing from discussions and wishes Amaya well for the future.
The Group has continued to focus on the four priorities set out by Interim CEO Philip Bowcock - online, technology, efficiencies and international - to deliver value for shareholders and will also continue to consider strategic alternatives where they have the potential to create shareholder value. Trading has continued to be positive in the second half of the year with work focused on improving Online performance across mobile gaming and key customer journeys. The Board continues to expect operating profit1 for 2016 to be at the top end of the previously guided £260-280m range.
The share buy-back programme William Hill announced on 26 February 2016 has been suspended since 23 July 2016. We will now recommence the share buy-back programme.
A trading update for the period to 25 October will be issued on 14 November 2016.
The person responsible for arranging for the release of this announcement on behalf of William Hill is Philip Bowcock.
Gareth Davis, Chairman
Tel: +44 (0) 20 8918 3600
Citigroup Global Markets Limited
(Financial Adviser, Sponsor and Corporate Broker to William Hill)
Tel: +44 (0) 20 7986 4000
(Financial Adviser to William Hill)
Tel: +44 (0) 20 3037 2000
(PR Adviser to William Hill)
Tel: +44 (0) 20 7404 5959
This announcement is not intended to, and does not, constitute or form
- Operating profit is defined as adjusted profit before interest and tax. Adjusted profits is before exceptional items and adjustments, as described in note 3 to the half-year statement.
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, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in jurisdictions outside 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 such restrictions may constitute a violation of the securities law of any such jurisdiction.
Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to William Hill and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.
Macquarie Capital (Europe) Limited, which is regulated in the United Kingdom by the FCA, and Macquarie Capital (USA) Inc. (together "Macquarie Capital"), are acting exclusively as financial adviser to William Hill and no one else in connection with the matters described in this announcement. In connection with such matters, Macquarie Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than William Hill for providing the protections afforded to clients of Macquarie Capital or for providing advice in connection with the matters described in this announcement or any matter referred to herein.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including, without limitation, as it relates to a potential merger between Amaya and William Hill, as well as certain expectations with respect to the same. Forward-looking statements can, but may not always, be identified by the use of words such as "may", "will", "potential", "intend", "would", "objective" and similar references to future periods or the negatives of these words and expressions. These statements, other than statements of historical fact, are based on management's current expectations, assumptions and estimates, which it believes are reasonable, but which are subject to a number of risks and uncertainties that could cause actual results and outcomes to differ materially, including risks associated with the entry into and consummation of a potential merger, ability to realize expected synergies and successfully integrate the companies in the event of a merger or other transaction, market and economic conditions, business prospects or opportunities, future plans and projections, technological and business developments, and regulatory trends and changes. Other applicable risks and uncertainties include those identified in filings and documents that Amaya and William Hill have made and may make publicly available. Investors are cautioned not to put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and neither Amaya nor William Hill undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.