MGM Resorts proposes Entain merger

4 January 2021

(PRESS RELEASE) -- MGM Resorts International is aware of the announcement by Entain plc, its partner in the U.S. sports betting and iGaming market, regarding a possible offer by the Company for the entire issued and to be issued share capital of Entain.

The Company confirms that it has proposed an offer of 0.6 MGM shares for each Entain share, which, based on closing prices on 31 December 2020, represents a value of 1,383 pence per Entain share and a premium of 22% to Entain's share price. Under the terms of the proposal, Entain shareholders would own approximately 41.5% of the combined company. The Company has also indicated that a partial cash alternative could also be made available to Entain shareholders. In addition, IAC, the Company's largest shareholder, has indicated it would potentially fund a portion of the partial cash alternative through a further investment in MGM.

The Board of Entain has stated that it believes the proposal undervalues Entain but has also asked the Company to provide additional information in respect of the strategic rationale for a combination of the two companies. MGM believes both its proposal and the strategic rationale for the combination are compelling and looks forward to engaging with Entain on this basis. In particular, the Company believes that a combination with Entain would:

Deliver full control of the BetMGM business to leverage the rapidly growing U.S. iGaming and sports betting opportunity
Position the Company as a global gaming company across both online and retail with a leading end-to-end technology stack
Expand and diversify the Company's operations, product offerings and earnings
Position the combined Company for future growth and investment by leveraging its leading brands, leading technology platform and strong balance sheet

There can be no certainty that any offer will be made for Entain.

In accordance with Rule 2.5 of the UK's City Code on Takeovers and Mergers (the "Code"), the Company reserves the right to:

1. vary the form and/or mix of the consideration described in this announcement; and
2. make the offer on less favourable terms:

with the recommendation or consent of the Board of Entain;
if Entain announces, declares or pays any dividend or any other distribution to shareholders, in which case the Company will have the right to make an equivalent reduction to the proposed price;
if a third party announces a firm intention to make an offer for Entain on less favourable terms than its proposal; or
following the announcement by Entain of a whitewash transaction pursuant to the Code.

The Company does not intend to comment further on this or other rumors or speculation.

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