Shares and a special dividend of Euro 80 million in prospect
The directors of Paddy Power plc and Betfair plc have issued a statement briefing investors on the intended merger of the two companies and advising that shareholder benefits will include 0.4254 new Paddy Power Betfair shares in exchange for each Betfair share, along with a special dividend of Euro 80 million for Paddy Power shareholders on completion of the merger.
The two boards of directors say there is a compelling strategic rationale for the merger, which will bring with it:
* Enhanced scale and capabilities that will better place the combined companies to compete in existing and new markets;
* Complementary products, channels and capabilities will give rise to revenue synergy opportunities through the ability of the combined group to offer new products and services to existing and new customers;
* Create a diversified group with strong platforms across online and retail in the UK and Ireland, and attractive international growth opportunities in Australia, the US and Continental Europe;
* Includes a dual brand strategy in Europe enabling the merged group to utilise more effectively the distinctive and complementary brands of Paddy Power and Betfair; and
* Give cost synergies from efficiencies which reflect the complementary nature of the businesses.
Cost and revenue synergies
"Opportunities for cost and revenue synergies have been identified which support the significant shareholder value creation opportunity of the merger," the statement notes. "The Boards of Paddy Power and Betfair believe that the combined group will be able to achieve recurring annual pre-tax cost synergies of approximately GBP 50 million.
"It is expected that the benefit of the full level of identified synergies will be achieved in the third full year following completion. The Boards of Paddy Power and Betfair also believe there is a significant opportunity for revenue synergies due to the ability of the combined group to offer new products and services to existing and new customers."
The statement announces the top management structure of the combined group as:
Gary McGann, Chairman of Paddy Power, will become the Chairman of Paddy Power Betfair;
Breon Corcoran, CEO of Betfair, will become CEO and an Executive Director of Paddy Power Betfair;
Andy McCue, CEO of Paddy Power, will become COO and an Executive Director of Paddy Power Betfair;
Alex Gersh, CFO of Betfair, will become CFO and an Executive Director of Paddy Power Betfair.
In addition, Paddy Power Betfair's Board will include Non-Executive Directors nominated equally from each of Paddy Power and Betfair.
The combined group will be headquartered in Dublin and is expected to maintain a significant presence in both Ireland and the United Kingdom.
Paddy Power Betfair will have a premium listing on the London Stock Exchange and a secondary listing on the Irish Stock Exchange as an overseas company. It is expected that, following completion, Paddy Power Betfair will be eligible for inclusion in the FTSE UK Index Series and in the Irish Stock Exchange Index Series.
The Boards of Paddy Power and Betfair have agreed to retain their current dividend policies for the period prior to completion. Following the merger and subject to the approval of the Paddy Power Betfair Board, the group intends to adopt a progressive dividend policy consistent with Paddy Power Betfair's enhanced growth strategy, which balances returns to shareholders with the need to retain sufficient funds to drive growth.
In setting its initial dividend, it is expected that the Board of Paddy Power Betfair will target a payout ratio of approximately 50 percent of the combined group's profit after tax.
The Betfair directors, who have been advised by Goldman Sachs as to the financial terms of the merger, consider the terms to be fair and reasonable. Goldman Sachs is providing independent financial advice to the Betfair Directors for the purposes of Rule 3 of the Code.
Accordingly, the Betfair directors intend unanimously to recommend that Betfair shareholders vote in favour of the scheme at the court meeting and other resolutions relating to the merger to be proposed at the Betfair general meeting. The Betfair directors who hold or are beneficially entitled to Betfair shares have irrevocably undertaken to support the merger.
The directors of Paddy Power, advised by Morgan Stanley and IBI Corporate Finance, also recommend the deal to the company's shareholders.
Shareholders of both companies will be asked to approve the agreement, and it is hoped that the merger can be completed during the first quarter of 2016. Further details of the merger will be set out in the scheme document and circular which are expected to be sent to Betfair and Paddy Power shareholders in November 2015, along with an expected timetable of principal events.
Paddy Power chairman Gary McGann said in the statement:"The merger of Paddy Power and Betfair will create a company of world class capability and people who will deliver substantial up-front synergies and a platform for very exciting business expansion. The combination of Breon, Andy and their colleagues in this merger of equals comprises "the A team" in the business with the ambition to create a unique global player in a very dynamic industry."
Gerald Corbett, chairman of Betfair said: "The merger of Paddy Power and Betfair will create one of the world's largest public online betting and gaming companies. The combination makes huge strategic sense by bringing together two industry leading and successful businesses and providing enlarged scale, capability and distinctive, complementary brands. Under the guidance of a strong and proven combined management team, this merger truly represents an attractive opportunity for both Paddy Power and Betfair to enhance their position in online betting and gaming and to deliver synergies, customer benefits and shareholder value."
There will be an investor and analyst presentation at Andaz London Liverpool Street at 40 Liverpool Street, London EC2M 7QN at 10.00 a.m. this (Tuesday 8 September) morning.
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