LAS VEGAS, Jan. 19, 2021 — MGM Resorts International (“MGM” or the “Company”) announced today that, after careful consideration and having reflected on the limited recent engagement between the respective companies regarding MGM’s rejected all stock proposal at an exchange ratio of 0.6x, it does not intend to submit a revised proposal and it will not make a firm offer for Entain plc (“Entain”).
MGM is committed to being a premier global omni-channel gaming and entertainment company, and will maintain a disciplined framework while evaluating a range of compelling strategic opportunities.
“BetMGM, our U.S. sports betting and online gaming venture with Entain, remains a key priority for the Company as we continue to leverage our preeminent physical gaming, entertainment, and hospitality platform to expand digitally,” said Bill Hornbuckle, CEO of MGM Resorts International. “We believe that BetMGM has established itself as a top three leader in its markets and we remain committed to working with Entain to ensure its strong momentum continues as it expects to be operational in 20 states by the end of 2021.”
Statements in this release that are not historical facts are “forward-looking” statements and “safe harbor statements” that involve risks and/or uncertainties, including those described in the Company’s public filings with the SEC. The Company has based forward-looking statements on management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements the Company makes regarding its ability to become a premier global omni-channel gaming and entertainment company and BetMGM’s ability to expand into new markets in 2021. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include the continued impact of the COVID-19 pandemic on the Company’s business, the general economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.
For the purposes of Note 2 on Rule 2.8 of the UK’s City Code on Takeovers and Mergers (the “Code”), MGM reserves the right: (a) to set aside the above statement that it does not intend to make an offer for Entain and the restrictions in Rule 2.8 of the Code, and (b) to announce or participate in an offer or possible offer for Entain and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code, in any one or more of the following circumstances:
- with the agreement of the board of Entain;
- following the announcement of a firm intention to make an offer for Entain by or on behalf of a third party;
- if Entain announces a proposal for a “whitewash” (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or
- if there has been a material change of circumstances (as determined by the Panel).
