Mia Gardner | 23 Apr 2020
The approval of the merger, which was voted on at an extraordinary general meeting on held on Tuesday the 21st of April, saw a massive 99.2% majority of Flutter Entertainment’s share capital voting in favour of The Stars Group merger. At the same general meeting, shareholders also voted by a large majority to authorise The Stars Group shareholders access to new shares while also increasing the maximum number of directors for the combined company. Other matters that were voted on and approved at the meeting included reducing the company quorum for general meetings and reducing the company’s required capital.
The mega-merger, which was struck in October 2019, will see Flutter shareholders owning 54.64% of the combined company’s shares with The Stars Group shareholders holding the remaining 45.36%. The all-share deal has Flutter Entertainment exchanging 0.2253 new shares in exchange for each Stars Group share. This deal will result in a combined company with an estimated annual revenue of £3.8 billion (the equivalent of €4.3 billion/US$4.7 billion).
Now that the deal has been approved by Flutter Entertainment’s shareholders, it still needs to be voted on by The Stars Group investors, which will take place on Friday the 24th of April when the shareholders meet for their own extraordinary general meeting. The deal will only move forward if more than 66% of the Stars Group shareholders give their support for the merger.
Following approval there, closing conditions for the casino merger deal mean that approval will still be needed from the London Stock Exchange, Euronext Dublin and the Financial Conduct Authority. Various merger controls and regulation bodies in UK, US, Canada, Australia and Ireland will also need to give their go ahead on the deal.
The mega-merger has already received unconditional phase one clearance from the UK’s Competition and Markets Authority after a probe, which was open to public comment, was conducted into the deal to establish if it would lessen competition within the UK market.
If all goes ahead, the new combined casino company will see a 14-person board lead the business with Jonathan Hill, Flutter’s current chief financial offer, assuming the same role at the group, with Chief Executive Officer, Peter Jackson, leading the group in the same role. The chairman of the group would be Gary McGann who is the current chair of Flutter Entertainment, with deputy chair appointment as Divyesh Gadhia, the current Stars Group executive chairman.