The appeal board of the UK Takeover Panel has ruled against Dermot Desmond in his challenge to the impending merger between Ladbrokes and Gala Coral. The Irish financier, who holds approximately 2.72% of the issued share capital of Ladbrokes, took umbrage with the operator’s disclosure of an agreement with Playtech the day before the merger was announced.
The agreement saw Playtech awarded a £75m provisions contract, consisting of £40m in Ladbrokes’ shares and a further £35m in cash payable upon the meeting of certain operational milestones.
Speaking to fellow Ladbrokes shareholders at an extraordinary general meeting in November 2015, Desmond said: “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, having failed to dissuade Ladbrokes’ shareholders from agreeing to the merger, appealed to the Takeover Panel for a review of Playtech’s merger position and whether deal stakeholders had provided sufficient information pertaining to the new contract.
The appeal board said: “Whilst the committee considers that the circular could reasonably have given more contextual information about the justification for the £75m 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.”
