William Hill, Amaya Talking Merger

Online gambling giants William Hill PLC and Amaya Inc. confirmed on Friday that they are discussing a merger. No financial details have been put forth publicly. If the merger happens, it would create one heck of a gambling company – William Hill is the UK’s largest sports book with a significant presence both live and online (it also has an online casino and poker room), while Amaya owns PokerStars, the largest online poker room in the world, by far.

This summer, William Hill was the target of a takeover attempt by the Rank Group PLC and 888 Holdings PLC. In August, Rank and 888 proposed a combination cash/stock deal to acquire William Hill for £3.2 billion. It was an odd offer in which 888 and Rank would combined to create a new company, BidCo, which would then offer 199 pence per share and .725 BidCo shares per share of William Hill for a total value of 364 pence per share.

After that was rejected, they tried again, this time ditching the whole BidCo thing and offering 199 pence per William Hill share plus .860 share of 888 per William Hill share. This total came out to 394 pence per share or about £3.425 billion.

William Hill turned that down, as well. William Hill Chairman Gareth Davis said of the proposal, ““This revised proposal continues to substantially undervalue the company and the cash element of the proposal has not changed. Therefore, the Board sees no merit in engaging. As we have said before, this is highly opportunistic and complex and does not enhance the strategic positioning of William Hill.”

In the press release, William Hill said that the potential “merger of equals” would be classified as a “reverse takeover,” meaning that it would be situation in which the smaller company would acquire the larger one. In this case, Amaya’s market value is C$3.36 billion ($2.53 billion) and William Hill’s is £2.56 billion ($3.17 billion), so it appears that it would be Amaya technically acquiring William Hill in an all-stock deal.

The entire press release from the companies appears below

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The Boards of William Hill PLC (LSE: WMH) and Amaya Inc. (TSE: AYA, Nasdaq: AYA) note the recent press speculation and confirm that they are in discussions regarding a potential all share merger of equals.

Over recent months, 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. Amaya has been undertaking a review of its strategic alternatives since February 2016.

The potential merger would be consistent with the strategic objectives of both William Hill and Amaya and would create a clear international leader across online sports betting, poker and casino.

These discussions are ongoing and there can be no certainty that an agreement will be reached.

The potential merger would be classified as a reverse takeover under the Listing Rules of the Financial Conduct Authority and is not subject to the City Code on Takeovers and Mergers. William Hill is required to provide certain confirmations to ensure that there is sufficient information available to the public with regard to the potential reverse takeover in order to avoid a suspension of William Hill’s shares. Pursuant to LR 5.6.12G(2) of the Listing Rules, William Hill confirms that Amaya has its shares listed on the Toronto Stock Exchange and that Amaya has complied with the disclosure requirements applicable on this market, that information disclosed pursuant to those requirements can be obtained atwww.amaya.com/amaya/investors, and that there are no material differences between those disclosure requirements and the disclosure requirements under the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.