Supreme Court orders Tatts vote on Tabcorp merger
The Supreme Court of Victoria has made orders to convene a meeting of Tatts shareholders next month, to consider and vote on the group’s proposed merger with Tabcorp.
The meeting will take place on Wednesday, 18 October in Brisbane and all Tatts shareholders are encourages to vote by either attending the meeting, or by lodging a proxy with the Tatts share registry by 10am on Monday, 16 October.
In preparation for the meeting and the vote Tatts has registered a Scheme Booklet with the Australian Securities and Investments Commission, which details the terms of the proposed merger.
Tabcorp’s Chairman, Paula Dwyer, said: “The release of the Scheme Booklet represents another important step towards creating a world-class, diversified gambling entertainment group that is expected to deliver substantial financial and other benefits for both Tabcorp and Tatts shareholders, customers, business partners and other stakeholders.
“Together we will be well placed to pursue more investment and innovation across all our businesses, including best-in-class digital products and experiences.
“With substantially all pre-implementation regulatory approvals now in place, we look forward to continuing to work with Tatts to successfully complete the Transaction and are expecting implementation to take place in November 2017.”
AustralianSuper, one of Tatts’ largest shareholders, has indicated that it continues to support the merger and that it intends to vote its Tatts shares in favour, in the absence of a superior proposal and subject to there being no material adverse change in circumstances.
Independent Expert Grant Samuel was appointed by the Tatts Board to prepare an Independent Expert’s Report in relation to the merger, which is included as part of the Scheme Booklet.
The Independent Expert has concluded that the merger is in the best interests of Tatts shareholders, in the absence of a superior proposal. The Independent Expert referred to the fact that the value of Tatts shareholders’ collective interest in the combined group will be greater than their contribution of value to the combined group, and the terms of the merger provide a meaningful premium and payment for synergies and business improvements.
The Australian Competition Tribunal granted authorisation for the merger on 22 June 2017. The Australian Competition and Consumer Commission (ACCC) and CrownBet subsequently applied to the Federal Court of Australia for judicial review of the Tribunal’s authorisation. The Full Court of the Federal Court heard both the ACCC’s and CrownBet’s applications on 28 and 29 August 2017 and the parties are currently awaiting the Federal Court’s decision. Tabcorp has said that it remains confident that the Tribunal’s authorisation will be upheld.