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UK Takeover Panel Rules Against Desmond Over Ladbrokes-Coral Merger

The UK Takeover Panel’s appeal board has ruled against Irish billionaire and Ladbrokes shareholders, Dermot Desmond, in his challenge to the merger between gambling giants Ladbrokes and Gala Coral.

Desmond, who owns approximately 2.72 percent shares in Ladbrokes appealed to the Takeover Panel over disclosure of an agreement made with Playtech the day before the announcement of the merger that will see Playtech become the company’s primary software provider.

On signing the agreement, Playtech, which owns approximately 9.7 percent of Ladbrokes shares, was awarded a £75 million provisions contract, which included £40 in company shares and £35 million in cash attached to achieving specific operational milestones set by the merged company.

At an extraordinary general meeting in November 2015, Desmond argued: “It is clear that Ladbrokes has failed to adequately disclose the basis for the extraordinary payment to Playtech.”

“It was only in response to our requests that the Playtech amendment agreements were belatedly published on the company website.”

Desmond failed to gain the support of Ladbrokes investors and so turned to the Takeover Panel to review Playtech’s merger position and whether deal stakeholders had supplied an acceptable amount of information regarding the new contract.

However, the Takeover Panel ruled against him, concluding that sufficient disclosures had been made regarding the agreement and that an earlier disclosure would not have changed the outcome of the decision by Ladbrokes shareholders.

“Whilst the committee considers that the circular could reasonably have given more contextual information about the justification for the £75 million payment, the committee cannot see that this would or could have resulted in any material difference to the outcome of the general meeting of Ladbrokes held on 24 November 2015,” the panel stated.

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