Tatts-Tabcorp Merger in the News — Weekly Round-up for September 29, 2017

Tabcorp Receives Regulatory Approvals For Tatts Merger

State and territory regulators give the green light

Two days after an Australian federal court decision to refer its merger proposals back to the Australian Competition Tribunal for further review (see previous InfoPowa report), Tabcorp issued a press release Friday detailing a number of state and territory regulatory approvals of its Tatts merger plans.

The gambling group advised that it has obtained all necessary pre-implementation approvals of the relevant State and Territory gambling regulatory authorities, after engaging with the various gambling regulatory authorities over the past ten months.

The necessary pre-implementation notifications have now been provided and the probity assessments for the proposed combined group, as well as its subsidiaries, directors, officers and ‘associates’ have been completed, the press release notes.

Obtaining these gambling regulatory authority approvals means that the condition precedent in clause 3.1(a)(2) of the merger implementation deed between Tabcorp and Tatts has now been satisfied.

The Australian Stock Exchange has also granted conditional approval for the quotation of new Tabcorp shares, and has notified Tabcorp that it has granted approval (subject to compliance with customary conditions) for the new Tabcorp shares to be issued pursuant to the Tatts Scheme of Arrangement.

However the merger remains on hold until the Full Court of the Federal Court of Australia ruling is discharged.

New Hearing On Tatts-Tabcorp Merger Scheduled For October 24-25 (Update)

Legal manoeuvring starts with an ACCC proposal that Tabcorp make a fresh application, further delaying the proposed merger

Following the recent Australian Federal Court decision that the A$11 billion Tatts-Tabcorp merger must be referred back to the Australian Competition Tribunal for further review (see previous InfoPowa reports) the ACT has set a hearing date of October 24-25…a date beyond the October 18 date scheduled for Tatts shareholders to vote on the deal.

The disruption is necessary, said ACT president Justice John Middleton, who explained: “This is unavoidable because the tribunal must consider all matters that need to be considered now that the matter is back before the tribunal.”

On Monday, the Australian Competition and Consumer Commission created more potential for delay by submitting an argument that time has run out on the tribunal’s original approval of the merger and that Tabcorp should be invited to restart the whole process with a fresh application.

“There is considerable doubt as to whether the tribunal still has jurisdiction to make a determination on Tabcorp’s application,” the ACCC said in its submission, prepared by Melbourne QC Andrew McClelland.

“In the circumstances, the most efficient and practical course would be for Tabcorp to make a further application for approval, so as to avoid debate and potential further dispute about the issue.”