Gamesys and Bally’s shareholders approve mega-merger

Gamesys announced in a statement that the court meeting to consider the scheme and the Gamesys general meeting to consider the special resolution relating to the combination — details of which were agreed by both boards in April — were each held today (30 June) and both were approved by the requisite majorities.

Some 92.4% of those who voted in the court meeting were in favour, with 99.1% of the general meeting backing the special resolution.

Bally’s shareholders have also voted to approve the deal, clearing the way for the merger agreement to progress forward.

The expected timetable of the combination remains the same and is likely to be completed in the fourth quarter of this year. The scheme remains subject to the sanction by the court at the court hearing as well as other conditions being met.

In April, the boards of both groups agreed to a deal that would see Bally’s acquire Gamesys’ issued and outstanding share capital via Premier Entertainment, its wholly owned subsidiary.

Bally’s said at the time it believes the deal would allow it to significantly increase its market share of the expanding US betting and igaming market, which analysts suggests could be worth up to $45bn at maturity.

“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,” Bally’s chairman Soo Kim said in April.

“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 capitalise on the significant growth opportunities in the US sports betting and online markets.”

Gamesys chief executive Lee Fenton is to become group chief executive, while Gamesys chief operating officer Robeson Reeves and non-executive director Jim Ryan will join the Bally’s board. Current CEO George Papanier will remain in charge of the brick-and-mortar business, and retain his seat on the board.

Gamesys’ existing platform would benefit from market access to key states via Bally’s brick-and-mortar estate. Bally’s, meanwhile, would benefit from Gamesys’ proven technology platform, expertise and highly-respected management team, the businesses’ boards said.

As a result, there is not expected to be any sort of material change in Gamesys’ overall headcount, employment conditions or core duties. However, as a result of the business being de-listed from the London Stock Exchange, certain support functions in its head office may not be required going forward, Bally’s noted in April.

The combination will see Bally’s, via Premier Entertainment, pay 1,850 pence per Gamesys share. This represents a 14.4% premium on the Jackpotjoy operator’s closing share price of 1,642 pence per share on 23 March, the final day before an announcement on talks were made.

It also represents a 41.2% premium on Gamesys’ closing share price of 1,330 pence on 25 January, the day before Bally’s made its initial proposal. For Gamesys’ three-month average closing price to 23 March, of 1,373 pence per share, it represents a 36.7% premium.

As outlined in the initial terms, Gamesys shareholders will also have the option to swap each share for 0.343 Bally’s Corporation shares. Its electing directors and shareholders have opted to take up this option for all of their stakes, with the exception of finance director Michael Mee, who will exchange his holding for a combination of cash and shares.

This accounts for 25.6% of Gamesys’ issued ordinary share capital at the close of business.

If these shareholders are the only ones to take up the share exchange offer, the maximum cash consideration to be paid by Bally’s would be £1.6bn.