The Blackstone Group Inc. (NYSE:BX) completed the acquisition of remaining 90% stake in Crown Resorts Limited from James Packer and others.
The transaction is subject to due diligence, arranging debt finance, a unanimous Crown Board recommendation and a commitment from all Crown Directors to vote in favor of the transaction, court approval for Scheme, material Third Party consents, execution of a binding Implementation Agreement incorporating various terms and conditions including a condition that Blackstone receive regulatory confirmation from Australia's Foreign Investment Review Board and Gaming Regulatory Authority that a Blackstone-owned Crown is considered a suitable person to continue to own and operate the Sydney, Melbourne & Perth licenses and other gaming-related approvals as required and approval from Blackstone investment committees. It is the expectation of Blackstone that it will receive probity approval to acquire 100% of Crown from each of the state gaming regulators by third quarter of 2021. Blackstone is still waiting to hear from the Helen Coonan-led Crown Resorts board and in touch with regulators on its takeover bid. Blackstone has also indicated that its Proposal is not conditional on arranging debt financing. As of May 17, 2021, Crown Resorts Board has unanimously concluded that the revised from Blackstone proposal undervalues Crown and is not in the best interests of the shareholders. The transaction is subject to approval from Royal Commission into Crown Melbourne and the Western Australian Royal Commission. On May 10, 2021, The Star Entertainment Group Limited made a competing offer to acquire Crown Resorts for AUD 8.5 billion. The Star Entertainment Group Limited withdrawn competing offer to acquire Crown Resorts. As of February 14, 2022, The Crown Board unanimously recommends that shareholders vote in favor of the Scheme in the absence of a Superior Proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme of Arrangement is in the best interests of Crown shareholders. Scheme Meeting is expected to be held on April 29, 2022 and first court meeting on March 29, 2022. As on March 1, 2022, Crown Melbourne Limited (Crown Melbourne) and Burswood Nominees Limited (Crown Perth) have been served with a statement of claim from AUSTRAC, commencing civil penalty proceedings. As of March 29, 2022, Blackstone Inc. has received approval from Foreign Investment Review Board and Foreign court of Australia. Subject to the expected timing of regulatory approvals, the Scheme Meeting is expected to be held in the second quarter of calendar year 2022. As per update on March 31, 2022, scheme meeting of shareholders is scheduled to take place on April 29, 2022 as per the orders of Federal Court of Australia. Transaction is expected to close in third quarter of 2021. Scheme will become effective on May 3, 2022 and implement on May 12, 2022. As of April 26, 2022, Blackstone has not yet received the required regulatory approvals due to which the scheme meeting of shareholders is rescheduled to take place on May 20, 2022. As of May 20, 2022, 92.05% of Crown Shareholders present and voting (in person or by proxy) were in favor of the Scheme Resolution; and 99.91% of the votes cast by Crown Shareholders were in favor of the Scheme Resolution. Crown will apply to the Court for approval of the Scheme, scheduled on May 24, 2022, upon the conditions precedent to the Scheme are satisfied, including Blackstone's gaming regulatory approvals. The scheme of arrangement is now set to be implemented on June 2, 2022. As of June 9, 2022, the transaction has been approved by Victorian Gambling and Casino Control Commission (VGCCC) and New South Wales Independent Gaming and Liquor Authority (ILGA). As of June 15, 2022, the federal court approved the transaction.
Allens acted as legal adviser, Kelvin Barry of UBS. Gresham Partners acted as financial adviser and Rodd Levy of Herbert Smith Freehills as legal adviser to Crown Resorts. Grant Samuel Group Limited acted as fairness opinion provider to Crown Board. Deloitte Touche Tohmatsu LLC acted as tax due diligence provider and Clayton Utz, DLA Piper LLP (US) and Wiggins Law, PLLC acted as legal due diligence providers to Blackstone Inc. Computershare Investor Services Pty Limited acted as registrar to Crown Resorts Limited. Simpson Thacher & Bartlett LLP acted as legal advisor to Blackstone. Moelis & Company acted as financial advisor to James Packer's consolidated press holdings.
The Blackstone Group Inc. (NYSE:BX) completed the acquisition of remaining 90% stake in Crown Resorts Limited (ASX:CWN) from James Packer and others on June 24, 2022.