Business Irish

Monday 26 September 2016

Desmond loses Ladbrokes battle at UK Takeover Panel appeal board

Published 19/06/2016 | 02:30

The Irish financier was unhappy with Ladbrokes' disclosure of an agreement made with gaming software company Playtech on the day prior to the merger being announced. Photo: PA
The Irish financier was unhappy with Ladbrokes' disclosure of an agreement made with gaming software company Playtech on the day prior to the merger being announced. Photo: PA

The appeal board of the UK Takeover Panel has ruled against Dermot Desmond in a row over Ladbrokes' plans to merge with fellow bookmaker Coral.

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The Irish financier was unhappy with Ladbrokes' disclosure of an agreement made with gaming software company Playtech on the day prior to the merger being announced.

The deal meant Ladbrokes would pay Playtech £40m on completion of the merger in the form of Ladbrokes' shares, and a further guaranteed £35m in cash - due on certain milestones, but at the very least within 42 months of the merger.

"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 told Ladbrokes' shareholders at a general meeting called to vote on the merger.

Desmond's lawyer had asked the appeal board for a second shareholder vote on one of the resolutions placed before the general meeting, according to documents released by the Takeover Panel.

However, his request was refused.

"The circular could have given more contextual information about the justification for the £75m payment, but... if there had been fuller disclosure, there is no rational basis for concluding that the outcome of the shareholders meeting could have been different," the appeal board said.

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