Flutter Entertainment PLC (ISE:FLTR) entered into an agreement to acquire The Stars Group Inc. (TSX:TSGI) from Caledonia (Private) Investments Pty Limited, Valueact Holdings, L.P., Directors of The Stars Group and others for CAD 8.2 billion on October 2, 2019. Under the terms of the consideration, the shareholders of The Stars Group will be entitled to receive 0.2253 new Flutter shares in exchange for each share. Flutter's shareholders will be entitled to receive a 2019 Final Dividend of £1.33 (CAD 2.18) per Flutter share. In addition, Flutter shareholders will be entitled to a pro-rated dividend, reflecting a time pro-rated amount of the total annual dividend for the financial year ending December 31, 2020, to which Flutter shareholders would otherwise be entitled immediately following completion of the combination, Flutter Shareholders would own approximately 54.64% and shareholders of The Stars Group would own approximately 45.36% of the share capital of the combined group on a fully diluted basis. In the event of termination, termination payment of £60.14 million (CAD 98.4 million) will be payable by either party.

Upon completion, it is intended that the combined group's board will comprise of 14 members. Gary McGann, currently Chair of Flutter, will assume the role of Chair of the combined group, Divyesh (Dave) Gadhia, currently Executive Chairman of The Stars Group, will assume the role of Deputy Chair, Peter Jackson, currently Chief Executive Officer of Flutter, will assume the role of Chief Executive Officer, Jonathan Hill, currently Chief Financial Officer of Flutter, will assume the role of Chief Financial Officer, Rafi Ashkenazi, currently Chief Executive Officer of The Stars Group, will assume the role of Chief Operating Officer. In addition, nine non-executive directors comprising five nominated by Flutter, three nominated by The Stars Group and the appointment of Richard Flint, former Chief Executive Officer of SBG. The combined company will be incorporated, headquartered and domiciled in Dublin and will have a premium listing on the London Stock Exchange and the secondary listing on Euronext Dublin.

The transaction is conditional upon approval by Flutter's shareholders, the United Kingdom Financial Conduct Authority (“FCA”), the London Stock Exchange and Euronext Dublin agreeing to admit Flutter's enlarged ordinary share capital to listing on the premium listing segment of the Official List of the FCA and to a secondary listing on the official list of Euronext Dublin and trading on the London Stock Exchange's main market for listed securities and the Euronext Dublin Market, approval of the combination by at least 66 2/3% of shareholders of The Stars Group, relevant merger control, foreign investment and gaming related approvals being obtained, including in the UK, Ireland, Australia, the US and Ontario Superior Court of Justice approval in Ontario, Canada which is expected on April 28, 2020, and other third party approvals. The special meeting of the holders of common shares of The Stars Group Inc. will be held on April 24, 2020. Flutter will be seeking the approval of its shareholders at a meeting that is expected to be held on or around April 21, 2020. Flutter has entered into voting support agreements with the Directors of TSG, Caledonia (Private) Investments Pty Limited and ValueAct Holdings LP under which they have each agreed, subject to certain termination rights, to vote all of the shares of The Stars Group held by them in favor of the combination, which represents in total approximately 23.79% of the existing issued common shares of The Stars Group. The Directors of Flutter have entered into irrevocable commitments to vote in favor of the combination in the relevant resolutions at the Flutter shareholder meeting in respect of their own beneficial holdings totaling 20,552 Flutter Shares representing approximately 0.03% of existing issued ordinary share capital of Flutter. The Board of The Stars Group has unanimously approved the transaction and recommended that its shareholders vote in favor of the transaction. Each of Barclays, Moelis and BMO Capital Markets have opined that the consideration payable by Flutter in connection with the arrangement is fair, from a financial point of view, to shareholders. The UK Competition and Markets Authority (CMA) is expected to decide on the transaction by February 18, 2020. As of February 18, 2020, Australian Competition & Consumer Commission approved the transaction. As of March 31, 2020, UK Competition & Markets Authority approved the transaction. As of March 31, 2020, the Board of Directors of Flutter unanimously approved the arrangement and unanimously recommended that its shareholders vote in favour of it. As of April 9, 2020, The Stars Group announced that it will now hold the meeting on April 24, 2020 in a virtual only format whereby shareholders may attend and participate in the meeting via live audio webcast. As of April 21, 2020, shareholder of Flutter Entertainment have approved the transaction. As of April 24, 2020, The Stars Group shareholders approved the proposal to combine the business with Flutter Entertainment. Approximately 99.99% of the shares voted at the meeting voted in favor of the special resolution approving the arrangement. As of April 28, 2020, The Stars Group also received a final order of the Ontario Superior Court of Justice (Commercial List) approving the transaction. As of April 30, 2020, all remaining regulatory and competition authority clearances have been received. On May 4, 2020, a certificate of arrangement was issued pursuant to the Business Corporations Act (Ontario) such that all of the conditions to the Combination have now been satisfied.

Completion is expected to occur during the second or third quarter of 2020. As of April 17, 2020, the transaction is expected to close in second quarter of 2020. As of April 21, 2020, the transaction is expected to close in early May 2020. As of April 30, 2020, the transaction is expected to close on May 5, 2020. The combination is expected to be at least 50% accretive to Flutter's underlying earnings per share in the first full financial year following completion.

Anthony Gutman, Nick Harper, Charlie Lytle and Jimmy Bastock of Goldman Sachs International acted as financial advisors and corporate brokers to Flutter. Simon Lyons, Don Cornwell, Jonathan Hall and Kush Nanjee of PJT Partners acted as financial advisors to Flutter. Daniel Ross, Tom Erlich, Ragavan Bala, Trond Lossius and Michael Greaves of Barclays Capital Canada Inc. and Augusto Sasso, Ramy Ibrahim, Anton Sahazizian, Dan Lee and Alan Aberg of Moelis & Company LLC and Nicolas Brunet, Greg Meligrigoris, Jamie Rogers and David Wismer of BMO Nesbitt Burns Inc. acted as financial advisors and fairness opinion providers for The Stars Group Inc. Oliver Lazenby, Deirdre Trapp, Alex Potter, Martin Hutchings, Peter Clements and Alice Greenwell of Freshfields Bruckhaus Deringer, Maura McLaughlin of Arthur Cox, Dennis Ehling and Steven Schrier of Blank Rome LLP, Michael Corrigan and Geoff Hoffman of Clayton Utz acted as legal advisors to Flutter. Ryan A. Morris, Liam Kelley, Geoffrey Belsher and Michael Gans of Blake, Cassels & Graydon LLP, Lorne Cantor and Leon Ferera of Jones Day, Philipe Chappatte, William Turtle and Jackie Holland of Slaughter and May, Manon Thivierge of Osler, Hoskin & Harcourt LLP, Ronan Lyons and Vincent Power of A&L Goodbody and Luke Woodward and Richard L'Estrange of Gilbert + Tobin acted as legal advisors for The Stars Group Inc. Laurel Hill Advisory Group acted as the information agent to The Stars Group and will receive a fee of $65,000 (CAD 86,398) for its services. Computershare Investor Services Inc. acted as the registrar and transfer agent to The Stars Group. Computershare Investor Services Inc. also acted as depositary in the transaction.

Flutter Entertainment PLC (ISE:FLTR) completed the acquisition of The Stars Group Inc. (TSX:TSGI) from Caledonia (Private) Investments Pty Limited, Valueact Holdings, L.P., Directors of The Stars Group and others on May 5, 2020. The Stars Group will operate as wholly-owned subsidiary of Flutter Entertainment. The Stars Group's shares will be de-listed from the Toronto Stock Exchange and the NASDAQ Global Select Market. J.R. Laffin and Ron Ferguson, Dean Kraus and Jonathan Willson, Michael Laskey, Nancy Ramalho, Sabina Delvecchio and Sarah Matthews of Stikeman Elliot LLP acted as legal advisors to Flutter.