Linklaters is acting for MGM MIRAGE, the leading US hotel and gaming resort operator on its £270 million cash bid for Wembley plc, the dog racing and gaming group.
The deal is being structured, using a scheme of arrangement, so as to ring fence potential liabilities arising under indictments facing Wembley in the United States. Immediately before completion of the deal, the liabilities (and a cash fund to meet any fines and costs) will be transferred to a company outside the Wembley group. Wembley shareholders will receive shares in the new entity, with the potential of a return of cash to shareholders if the litigation is successfully defended.
MGM MIRAGE has only recently entered the UK market, notably through joint ventures relating to the Olympia Exhibition Centre in London and with Newcastle United FC. In addition to acquiring Wembley’s main asset, a greyhound track in Rhode Island, the deal will enable MGM MIRAGE to take control of a number of sites in the UK. These include greyhound tracks in Wimbledon, Manchester, Birmingham, Oxford and Portsmouth, which could complement MGM MIRAGE’s plans to develop in the UK (should the currently proposed gaming reforms be adopted).
Roger Barron, Linklaters corporate partner who led on the deal, commented:
“The US litigation was seen as holding up bids for Wembley, and this structure enables a way through. It’s terrific that MGM MIRAGE chose Linklaters for this deal, which is their first major acquisition in this country.”
The Linklaters team included lawyers from the Corporate, US litigation, US Securities, employment, EU Competition, employment incentives and tax practice areas.