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WILL HILL AND GVC AGREE ACQUISITION PRICE ON SPORTINGBET

Tuesday October 16,2012 : WILL HILL AND GVC AGREE ACQUISITION PRICE ON SPORTINGBET (Update)
 
Increased proposal values each Sportingbet share at 61.1 pence per share
 
William Hill plc and GVC plc have upped their offer on the attempted acquisition of Sportingbet plc, finally finding acceptance with the Sportingbet board of directors.
 
In an announcement Tuesday morning, the companies confirmed it was third time lucky with an upwardly revised offer to acquire the entire issued and to be issued share capital of Sportingbet.
 
The increased proposal values each Sportingbet share at 61.1 pence per share, including the recently announced proposed final dividend of 1.1 pence per share, based on a closing middle-market GVC Holdings share price of 233.5 pence on 15 October 2012.
 
The Increased Proposal comprises 48.9 pence in cash, 1.1 pence dividend in cash and 0.0475 new GVC Holdings shares per Sportingbet share. The Increased Proposal implies a fully diluted equity valuation for Sportingbet of approximately GBP 530 million.
 
The revised proposal includes a ‘mix and match’ facility under which Sportingbet shareholders will have the opportunity to apply to receive proportionately more cash or more shares.
 
Subject to reaching agreement on the detail, the Board of Sportingbet has confirmed to William Hill and GVC Holdings that if such an offer were to be made, the Board of Sportingbet would unanimously recommend it to Sportingbet shareholders and has therefore agreed to work with William Hill and GVC Holdings to facilitate the making of a formal offer for Sportingbet.
 
In terms of stock market rules, William Hill and GVC Holdings were required, by not later than 5.00 p.m. on 16 October 2012, to either announce a firm intention to make an offer for Sportingbet or back off .
 
At the request of Sportingbet, the stock exchange authorities have consented to an extension of this deadline until 5.00 p.m. on 13 November 2012.
 
The companies caution that there is no certainty that at the end of this period, an offer for Sportingbet will be made, nor as to the terms of any such offer.
 
The making of any offer would be subject to a number of pre-conditions, including the satisfactory completion of due diligence and the recommendation of the Board of Sportingbet.
 
William Hill and GVC Holdings reserve the right to make an offer at a level of cash and / or exchange ratio on less favourable terms than set out in the Increased Proposal if:
 
(i)  the Board of Sportingbet agrees and recommends any such change; or
(ii) a third party announces a firm intention to make an offer for Sportingbet.
 
A further announcement will be made as appropriate.
 
In related news, GVC plc announced that it has requested a temporary suspension of trading in its ordinary shares which will take effect from 7:30 a.m. Tuesday.
 
The announcement points out that the company is involved in the Sportingbet acquisition with William Hill plc, and that historic financial information in relation to the parts of the Sportingbet’s business which may be acquired by GVC has yet to be extracted from Sportingbet’s consolidated accounts.
 
"These discussions are at a preliminary stage and there can be no certainty that they will be concluded successfully.  A further announcement will be made in due course," the GVC statement advised.



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