Operator News

Australia – Crown receives improved takeover offer from Blackstone

By Phil - 22 November 2021

Crown Resorts announced that it has received an unsolicited and non-binding proposal from a company on behalf of funds managed and advised by Blackstone Inc. and its affiliates to acquire all of the shares in Crown by way of a scheme of arrangement at a price of A$12.50 cash per share.

The offer price will be reduced by the value of any dividends or distributions declared or paid by Crown. The Proposal follows previous acquisition proposals made by Blackstone of A$11.85 cash per share as announced to the ASX on 22 March 2021 and A$12.35 cash per share as announced to the ASX on 10 May 2021.

The Proposal is subject to a number of conditions, including Blackstone conducting due diligence on Crown (covering regulatory, commercial, operational, financial, taxation, legal and accounting matters) on an exclusive basis;

Blackstone will also need to receive final approval from its investment committees. Blackstone has stated that it has received the preliminary support of the global investment committees and Singapore investment committee of Blackstone.

Blackstone will also need a unanimous Crown Board recommendation and a commitment from all Crown Directors to vote in favour of the Proposal (in the absence of a superior proposal and subject to an Independent Expert
concluding (and continuing to conclude) that the proposed transaction is in the best interests of Crown shareholders.

It would also need the execution of a binding Implementation Agreement incorporating various terms and conditions, including a range of conditions relating to Blackstone’s regulatory approvals and Crown’s casino licences. Further details of the terms and conditions proposed by Blackstone are set out in the appendix to this announcement.

Any acquisition of Crown by Blackstone would be conditional on Blackstone receiving final approval from the casino regulators in each of Victoria, New South Wales and Western Australia (the Regulators). Blackstone has stated that it has engaged with the Regulators in relation to this issue and that the Regulators’ advisers have indicated to Blackstone that there is no reason to believe that an approval would not be realised. Blackstone has stated that this position is subject to the provision of further information and that the Regulators’ advisers are continuing their review.

Blackstone has stated that it is prepared to proceed with the proposed transaction upon Blackstone receiving final confirmation of suitability from the Regulators, even if the Perth Royal Commission remains ongoing, Crown’s consultation process with the NSW Independent Liquor & Gaming Authority remains ongoing, the legislation to implement the recommendations of the Victorian Royal Commission is yet to be finalised or passed, or the current AUSTRAC investigations are not completed. However, the consequences or outcomes of these processes may impact the proposed transaction.

Blackstone has indicated that the proposed transaction would be funded through a combination of debt and equity. Blackstone would provide equity financing for the proposed transaction through one or more of its affiliated funds and the proposed transaction would not be subject to any financing condition. In formulating the offer price, Blackstone has assumed that Crown remains in compliance with its banking covenants and is not downgraded below the credit ratings as announced to the ASX on 29 October 2021.

Blackstone currently has a shareholding of 9.99 per cent in Crown which it acquired from Melco Resorts & Entertainment Limited for $8.15 per share in April 2020. The Crown Board has not yet formed a view on the merits of the Proposal. It will now assess the Proposal, having regard to the value and terms of the Proposal and other considerations. It will also engage with relevant stakeholders including regulatory authorities.
Crown shareholders do not need to take any action in relation to the Proposal at this stage. There is no certainty that the Proposal will result in a transaction. Crown has appointed UBS and Gresham Partners as financial advisers and Herbert Smith Freehills as legal adviser in relation to the Proposal.