The boards of William Hill plc (LON:WMH), Caesars UK Bidco and Caesars announced on the 30th September 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, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
The circular in relation to the Scheme was published on 26 October 2020. On 19 November 2020, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by the William Hill Shareholders at the General Meeting.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless otherwise stated.
Update on Clearances
The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including the receipt of certain competition and regulatory approvals.
As announced on 19 November 2020, Conditions 2.1 and 2.2 (relating to the Shareholder Approvals), together with Condition 3(b) (relating to the Austrian merger control condition), each as set out in Part III of the Scheme Document, have been satisfied.
William Hill and Caesars are pleased to confirm that, all required filings having been made, on 28 December 2020 the waiting period under the HSR Act was terminated early by The Federal Trade Commission thereby satisfying Condition 3(a) set out in Part III of the Scheme Document.
Update on Timetable
In light of the developments to date and ongoing interactions with regulatory authorities, Caesars’s current expectation is that the remaining approvals required to be obtained from the Relevant US Gaming Authorities will be obtained in time to allow completion to occur early in the second quarter of 2021, but possibly as early as March 2021.
The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document (including, among others, approval by gaming regulators in Indiana, Nevada, New Jersey and Pennsylvania) and the Court sanctioning the Scheme at the Scheme Court Hearing, which is expected to take place soon after the remaining Conditions are satisfied (or, where applicable, waived).
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 12 and 13 of the Scheme Document and is also set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.
| Event | Time and/or date(1) |
| Scheme Court Hearing | a date expected to be no later than 14 days after the satisfaction (or, if applicable, waiver) of Conditions 3(a) to (d) (inclusive), (f) and (g) (“D“) |
| Last day for dealings in, and for the registration of transfer of, William Hill Shares | D+1 Business Day |
| Scheme Record Time | 6:00 p.m. on D+1 Business Day |
| Disablement of CREST in respect of William Hill Shares | 6:00 p.m. on D+1 Business Day |
| Suspension of dealings in William Hill Shares | by 7:30 a.m. on D+2 Business Days |
| Effective Date of the Scheme | D+2 Business Days |
| Cancellation of listing of William Hill Shares | by 7:30 a.m. on D+3 Business Days |
| Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme | within 14 days of the Effective Date |
| Long Stop Date (2) | 31 December 2021 |
| (1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).(2) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as may be agreed by Caesars UK Bidco and William Hill (with the Panel’s consent and as the Court may approve (if such approval(s) are required)). |
