Bally’s and Gamesys Agree Combination Definitive Terms

Omni-channel land-based and interactive gaming and entertainment provider Bally’s Corporation announced today a definitive terms agreement for the combination with Gamesys Group was reached.

“We believe that this combination will mark a transformational step in our journey to become a leading integrated, omni-channel gaming company with a B2B2C business.”

Soo Kim, Chairman, Bally’s Corporation

Interim Financing

In the announcement for the combination with the online gaming operator made under Rule 2.7 of the UK Takeover Code, Bally’s stated that interim financing for the transaction was secured from Deutsche Bank AG, London Branch, Goldman Sachs, and Barclays, as per regulatory requirements in the UK.

“The combination would give unique optionality to Gamesys shareholders. The recommended cash offer, including the Gamesys FY20 dividend, provides a 41.2% premium to the Gamesys share price at the time of the original proposal from Bally’s and is at a significant premium to the all-time high Gamesys share price prior to the 2.4 announcement.”

Neil Goulden, Chairman, Gamesys

Bally’s and Gamesys reached a principle agreement for the merger deal valued in excess of £2 billion last month after the Rhode Island-based company offered £18.50 in cash per share, a 39.1% premium to the closing price of Gamesys stock on the last day prior the proposal, January 25.

“…should Gamesys shareholders wish to invest in a business with a strong foothold in the high-growth US gambling market combined with established markets in the UK and Japan, they can elect for part or all of their holding to be converted into Bally’s shares.”

Neil Goulden, Chairman, Gamesys

The cash price was not the only option available to Gamesys shareholders, who were proposed a Share Alternative – to receive newly issued common stock of Bally’s in lieu of part or all of the cash consideration at an exchange rate of 0.343 Bally’s shares for 1 share in Gamesys.

”After more than two decades honing our craft in online gaming, this combination would give all at Gamesys an opportunity to fully leverage the technology, product and know-how we have developed in what will become the largest regulated online gambling market in the world.”

Lee Fenton, CEO, Gamesys

Capital Market Transactions

Bally’s noted it would seek to refinance the bridge facility as well as Gamesys’ debt via capital market transactions, including public or private offerings of company’s stock or other securities, and bank credit facility, giving no assurance regarding the timing or terms of such transactions.

“We think that Gamesys’ proven technology platform alongside its highly respected and experienced management team, combined with the US market access that Bally’s provides, should allow the combined group to capitalize on the significant growth opportunities in the US sports betting and online markets.”

Soo Kim, Chairman, Bally’s Corporation

The boards of directors at both companies believe the transaction would create long-term value and would be consistent with their long-term strategies: Bally’s land-based casinos and online platform would provide Gamesys with market access in key states, while Gamesys’ proven platform, expertise, and management team would further boost Bally’s offering.

“We are truly excited about the opportunities that this combination would offer and the enhanced and comprehensive experience and product offering that it would enable us to offer our customers.”

Soo Kim, Chairman, Bally’s Corporation