The Board of Directors of MRG unanimously recommends the shareholders of MRG
to
accept the public offer from William Hill of SEK 69 in cash per share.
This
statement is made by the Board of Directors[1] of Mr Green & Co AB (publ)
(the
“Company” or “MRG”) pursuant to Rule II.19 of the Nasdaq Stockholm
Takeover
Rules (the “Takeover Rules”).
Background
William Hill PLC (“William
Hill”), through a controlled affiliate William Hill
Holdings Limited, has today
announced a public offer to the shareholders of MRG
to transfer all of their
shares in MRG to William Hill for a consideration of
SEK 69 in cash per MRG
share (the “Offer”). The total value of the Offer
corresponds to approximately
SEK 2,819 million[2].
The Offer represents a premium of:
· 48.5 per cent
compared to the closing price of SEK 46.5 of the Company’s
share on Nasdaq
Stockholm on 30 October 2018, the last trading day before the
announcement of
the Offer;
· 61.7 per cent compared to the volume-weighted average share
price of SEK
42.7 of the Company’s share on Nasdaq Stockholm during the last 30
days prior to
30 October 2018; and
· 63.4 per cent compared to the
volume-weighted average share price of SEK
42.2 of the Company’s share on
Nasdaq Stockholm during the last 90 days prior to
30 October 2018.
The
acceptance period for the Offer is expected to commence around 10 December
2018
and expire around 11 January 2019, subject to any extensions.
Completion of
the Offer is conditional upon, inter alia, that the Offer is
accepted to such
an extent that William Hill becomes the owner of shares
representing more than
90 per cent of the outstanding shares in MRG, as well as
all regulatory,
governmental or similar clearances, approvals and decisions
necessary to
complete the Offer, including approvals and clearances from
competition
authorities, being obtained, in each case on terms which, in William
Hill’s
opinion, are acceptable. William Hill has reserved the right to waive
the
conditions for completion of the Offer. The Offer is not conditional
upon
financing. For further details about the Offer, please refer to William
Hill’s
press release that was made public today.
The Board of Directors of MRG
has, at the written request of William Hill,
permitted William Hill to carry
out a limited due diligence review of MRG in
connection with the preparation of
the Offer. Except for certain information
regarding MRG’s results for the third
quarter 2018, that was made public through
the Company’s Q3 report on 26
October 2018, William Hill has not received any
inside information regarding
MRG during the due diligence process.
In total seven shareholders in MRG,
including Board members Henrik Bergquist and
Tommy Trollborg, representing in
aggregate 40.04 percent of the shares and votes
in MRG, have undertaken to
accept the Offer and tender all of their shares in
MRG in the Offer, subject to
certain conditions. The undertakings will lapse in
the event that a third
party, prior to the expiry of the initial or any extended
acceptance period for
the Offer, makes an offer for all shares in MRG which
corresponds to an offer
value exceeding the price in the Offer by at least 8
percent per share,
provided that William Hill does not match the competing offer
within 10
business days of its announcement. The undertakings will further lapse
in case
the Offer has not been declared unconditional before 15 February 2019.
SEB
Corporate Finance is acting as financial adviser and Cederquist is acting
as
legal adviser to MRG in connection with the Offer.
The Board of Directors’
recommendation
In its evaluation of the Offer, the Board of Directors has
taken a number of
factors into account which the Board of Directors deems
relevant. These factors
include, but are not limited to, the Company’s present
strategic and financial
position and the Company’s expected potential future
development and thereto
related opportunities and risks.
The Board of
Directors notes that the Offer represents a premium of 48.5 per
cent compared
to the closing price of SEK 46.5 of the Company’s share on Nasdaq
Stockholm on
30 October 2018, which was the last trading day before the
announcement of the
Offer, and a premium of 61.7 percent and 63.4 percent
respectively, compared to
the volume-weighted average share price for the
Company’s share on Nasdaq
Stockholm during the last 30 and 90 days,
respectively, prior to 30 October
2018.
The Board of Directors further notes that seven shareholders in
MRG,
representing in aggregate 40.04 percent of the shares and votes in the
Company,
have entered into undertakings to accept the Offer, subject to
certain
conditions.
As part of the Board of Directors’ evaluation of the
Offer, the Board of
Directors has engaged BDO to issue a so called fairness
opinion regarding the
Offer, see Appendix 1. According to the fairness opinion,
the Offer is fair to
MRG’s shareholders from a financial point of view (subject
to the assumptions
and considerations set out in the fairness opinion).
Based
on the above, the Board of Directors unanimously recommends the
shareholders in
MRG to accept the Offer.
Under the Takeover Rules, the Board of Directors
shall, based on the statements
made by William Hill in the Offer press release
issued earlier today, present
its opinion regarding the impact that the
implementation of the Offer will have
on MRG, particularly in terms of
employment, and its opinion regarding William
Hill’s strategic plans for MRG
and the effects it is anticipated that such plans
will have on employment and
on the places in which MRG conducts its business. In
this respect, the Board of
Directors notes that William Hill has stated that
“William Hill recognize the
capabilities and skills of MRG’s dedicated
management and employees and look
forward to welcoming these talented
individuals to the William Hill group.
After the completion of the Offer and a
careful review of the capabilities and
needs of the new combined operations, the
optimal structure for future success
will be determined. There are currently,
before completion of the Offer, no
decisions on any material changes to MRG’s
employees and management or to the
existing organization and operations,
including the terms of employment and
locations of the business.” The Board of
Directors assumes that this
description is correct and has no reason to take a
different view in this
respect.
This statement shall in all respects be governed by and construed in
accordance
with Swedish law. Disputes arising from this statement shall be
settled
exclusively by Swedish courts.
Stockholm 31 October 2018
Mr Green &
Co AB (publ)
The Board of Directors
For further information, please
contact:
Kent Sander, Chairman of the Board of Directors, through Åse
Lindskog, Director
Communications and IR, tel. +46 730 24 48 72,
ase.lindskog@mrggroup.se
The information in the press release is information
that MRG is obliged to make
public pursuant to the EU Market Abuse Regulation
and the Takeover Rules. The
information was submitted for publication, through
the agency of the contact
person set out above, at 08:15 CET on 31 October
2018.
MRG (https://www.mrggroup.com/en) is a fast-growing, innovative iGaming
Group
with operations in 13 markets. MRG offers a superior experience in a
Green
Gaming environment. MRG was founded in 2007 and operates the iGaming
sites Mr
Green (https://mrgreen.com/en),
Redbet (https://redbet.com/en),
11.lv (https://11.lv/en), Winning
Room (https://www.winningroom.com/int),
Bertil (https://www.bertil.com/sv),
Mama
MiaBingo (https://www.mamamiabingo.com/sv),
BingoSjov (https://bingosjov.dk/)
and BingoSlottet (https://bingoslottet.dk/).
The Group had a turnover of SEK
1,192.0 million in 2017 and has over 300
employees. MRG has gaming licenses in
Denmark, Italy, Latvia, Malta, the UK, and
Sportsbook license in Ireland. MRG
is listed on Nasdaq Stockholm in the Mid Cap
segment under the name Mr Green &
Co AB (ticker MRG). Read more
at
www.mrggroup.com (https://www.mrggroup.com/en).
Appendix 1 – Fairness
Opinion
----------------------------------------------------------------------
[1]
The Board members Henrik Bergquist and Tommy Trollborg have not participated
in
the Board’s evaluation of or discussions regarding the Offer due to conflict
of
interest.
[2] Based on 40,849,413 outstanding shares in MRG. In the event that
MRG should
pay any dividend or make any other value transfer prior to the
settlement of the
Offer, the price per share in the Offer will be reduced
correspondingly.
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