HBK plans to challenge proposed $4.03 billion merger between Caesars and William Hill

HBK is urging fellow shareholders and stakeholders to write to the court and William Hill if they believe that vital information was not adequately disclosed

Written in collaboration with SiGMA’s US correspondant Buck Wargo.

HBK European Management – a minority shareholder in William Hill – wrote to shareholders informing them that it is opposing the UK betting company’s takeover by Caesars Entertainment.

The opposition comes as the Nevada Gaming Commission paved the way for a UK Court to approve the takeover.
The Commission’s green light was the last necessary before the UK Court can give its consent.

HBK is set to argue against the deal at a UK Scheme Court hearing on March 31. The company plans to contest Caesars Entertainment’s proposed $4.03 billion takeover of William Hill  stating that vital information wasn’t fully disclosed to investors in the British bookmaker – therefore HBK Europe is urging investors to vote against Caesars’ takeover.

HBK in a letter addressed to William Hill’s shareholders said: “Our opposition is based upon our strongly held belief that shareholders voting on the Scheme did so without information which would have allowed them to weigh up its true merits, in particular, it is our view that the terms of the joint venture agreement entered into between William Hill and Eldorado (now Caesars) dated 6 September 2018 were not adequately disclosed by William Hill.”

HBK is urging fellow shareholders and stakeholders to write to the Court and William Hill if they believe that this information should have been disclosed, or could have influenced their voting decision.

They published the given questions in a letter to William Hill’s shareholders and stakeholders regarding the company’s upcoming Scheme Court Hearing:

• Did you ask William Hill or their advisers for more information regarding the Restricted Acquirers list or the JVA without success before the Court Meeting?
• Do you believe that shareholders should be fully apprised of the details of any potential “poison-pill” before being asked to value and approve the sale of the business?
• Do you believe that the Board should have provided fuller details of the Restricted Acquirers list, and any other relevant JV terms, given that Caesars used this JV during the Offer Period as a poison-pill against Apollo?

Caesars launched a bid worth $4.03 billion to acquire all of William Hill’s share capital (a total of 1.08bn shares) back in September 2020. The sportsbook operator maintains Caesars’ all-cash offer “is in the best interests of all shareholders.” Caesars’ CEO, Tom Reeg, insisted that his company will dispose of William Hill’s operations outside of the U.S. He explained to the Nevada Gaming Commission that Caesars thought about modifying its partnership with William Hill and the company decided that an acquisition was the best option given the pace of the spread of sports betting expansion in the U.S. “It behooved us to take control of our destiny and sit at the steering wheel ourselves,” Reeg told the commission. “William Hill has a significant non-U.S. business that is quite profitable, but Caesars is a domestically focused company so our intention is to run a process and sell the rest of the world assets. At its core what we’re buying is 80% of the U.S. business,” he insisted.

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