Entain Regulatory News (ENT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

19 January 2021

MGM Resorts International ("MGM") statement regarding Entain plc ("Entain")

MGM today announces that, after careful consideration and having reflected on the limited recent engagement between the respective companies regarding MGM's rejected all stock proposal at an exchange ratio of 0.6x, it does not intend to submit a revised proposal and it will not make a firm offer for Entain. MGM is committed to being a premier global omni-channel gaming and entertainment company, and will maintain a disciplined framework while evaluating a range of compelling strategic opportunities.

MGM is therefore bound by the restrictions under Rule 2.8 of the Code following this announcement, save in the circumstances set out below or otherwise with the consent of the UK Panel on Takeovers and Mergers (the "Panel").

For the purposes of Note 2 on Rule 2.8 of the Code, MGM reserves the right: (a) to set aside the above statement that it does not intend to make an offer for Entain and the restrictions in Rule 2.8 of the Code, and (b) to announce or participate in an offer or possible offer for Entain and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code, in any one or more of the following circumstances:

1. with the agreement of the board of Entain;

2. following the announcement of a firm intention to make an offer for Entain by or on behalf of a third party;

3. if Entain announces a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or

4. if there has been a material change of circumstances (as determined by the Panel).

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, subscribe for or otherwise acquire, or to sell, transfer or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in, into or from jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Statements in this release that are not historical facts are "forward-looking" statements and "safe harbor statements" that involve risks and/or uncertainties, including those described in the Company's public filings with the SEC. The Company has based forward-looking statements on management's current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements the Company makes regarding its ability to become a leading omni-channel global gaming and entertainment company. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include the continued impact of the COVID-19 pandemic on the Company's business, the general economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company's Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.

Disclaimer

PJT Partners (UK) Limited ("PJT Partners") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for MGM and no one else in connection with the matters described herein and will not be responsible to anyone other than MGM for providing the protections afforded to clients of PJT Partners or for providing advice in connection with the matters described herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this announcement, any statement contained herein or otherwise.